Exhibit 4.5


 


BCB BANCORP, INC.


 


AS ISSUER


 


AND


 


[__________________________],


 


AS TRUSTEE


 


SENIOR INDENTURE


 


DATED AS OF [________________, _______]


 


SENIOR DEBT SECURITIES


 




     


     


    

 


CROSS-REFERENCE TABLE


 


Reconciliation and tie between the Trust Indenture Act of 1939,
as amended (the “TIA”), and the Indenture dated as of __________, 20__.


 


	SECTION OF ACT	SECTION OF INDENTURE
	310(a)(1) and (2)	7.09
	310(a)(3) and (4)	Not applicable
	310(a)(5)	7.09
	310(b)	7.08 and 7.10
	310(c)	Not applicable
	311(a) and (b)	7.13
	311(c)	Not applicable
	312(a)	5.01 and 5.02(a)
	312(b) and (c)	5.02(b) and (c)
	313(a)	5.04(a)
	313(b)(1)	Not applicable
	313(b)(2)	5.04(b)
	313(c)	5.04(c)
	313(d)	5.04(d)
	314(a)	5.03
	314(b)	Not applicable
	314(c)(1) and (2)	14.04
	314(c)(3)	Not applicable
	314(d)	Not applicable
	314(e)	15.05
	314(f)	Not applicable
	315(a), (c) and (d)	7.01
	315(b)	7.14
	315(e)	6.14
	316(a)(1)	6.12
	316(a)(2)	Omitted
	316(a) last sentence	8.04
	316(b)	6.08
	316(c)	8.06
	317(a)	6.03 and 6.04
	317(b)	4.03(a)
	318(a)	15.07


 


Note: This reconciliation and tie shall not, for any purpose, be
deemed to be a part of the Indenture.


 


Attention should also be directed to Section 318(c) of the TIA,
which provides that the provisions of Sections 310 to and including Section 317 of the TIA are a part of and govern every qualified
indenture, whether or not physically contained therein.


 




     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	Article 1 DEFINITIONS	1
	 	 
	SECTION 1.01. Definitions	1
	 	 
	Article 2 ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	6
	 	 
	SECTION 2.01. Amount Unlimited; Issuable in Series	6
	 	 
	SECTION 2.02. Form of Trustee’s Certificate of Authentication	7
	 	 
	SECTION 2.03. Form of Securities Generally; Establishment of Terms of Series	7
	 	 
	SECTION 2.04. Securities in Global Form	10
	 	 
	SECTION 2.05. Denominations; Record Date; Payment of Interest	11
	 	 
	SECTION 2.06. Execution, Authentication, Delivery and Dating of Securities	12
	 	 
	SECTION 2.07. Exchange and Registration of Transfer of Securities	14
	 	 
	SECTION 2.08. Temporary Securities	17
	 	 
	SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Securities and Coupons	18
	 	 
	SECTION 2.10. Cancellation	19
	 	 
	SECTION 2.11. Book Entry Only System	19
	 	 
	Article 3 REDEMPTION OF SECURITIES	20
	 	 
	SECTION 3.01. Redemption of Securities, Applicability of Section	20
	 	 
	SECTION 3.02. Notice of Redemption, Selection of Securities	20
	 	 
	SECTION 3.03. Payment of Securities Called for Redemption	21
	 	 
	SECTION 3.04. Redemption Suspended During Event of Default	22
	 	 
	Article 4 PARTICULAR COVENANTS OF THE COMPANY	23
	 	 
	SECTION 4.01. Payment of Principal, Premium and Interest	23
	 	 
	SECTION 4.02. Offices for Notices and Payments, etc.	23
	 	 
	SECTION 4.03. Provisions as to Paying Agent	24




 




    	 	i	 



     


    

 





	SECTION 4.04. Statement as to Compliance	25
	 	 
	SECTION 4.05. Corporate Existence	26
	 	 
	SECTION 4.06. Ownership of Material Subsidiary Stock	26
	 	 
	SECTION 4.07. Waiver of Covenants	27
	 	 
	Article 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	28
	 	 
	SECTION 5.01. Securityholder Lists	28
	 	 
	SECTION 5.02. Preservation and Disclosure of Lists	28
	 	 
	SECTION 5.03. Reports by the Company	28
	 	 
	SECTION 5.04. Reports by the Trustee	29
	 	 
	Article 6 REMEDIES	29
	 	 
	SECTION 6.01. Events of Default; Acceleration of Maturity	29
	 	 
	SECTION 6.02. Rescission and Annulment	31
	 	 
	SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee	31
	 	 
	SECTION 6.04. Trustee May File Proofs of Claim	32
	 	 
	SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities or Coupons	33
	 	 
	SECTION 6.06. Application of Money Collected	33
	 	 
	SECTION 6.07. Limitation on Suits	34
	 	 
	SECTION 6.08. Unconditional Right of Securityholders to Receive Principal and Interest	34
	 	 
	SECTION 6.09. Restoration of Rights and Remedies	34
	 	 
	SECTION 6.10. Rights and Remedies Cumulative	35
	 	 
	SECTION 6.11. Delay or Omission Not Waiver	35
	 	 
	SECTION 6.12. Control by Securityholders	35
	 	 
	SECTION 6.13. Waiver of Past Defaults	36




 




    	 	ii	 



     


    

 





	SECTION 6.14. Undertaking for Costs	36
	 	 
	SECTION 6.15. Waiver of Stay or Extension Laws	36
	 	 
	Article 7 CONCERNING THE TRUSTEE	37
	 	 
	SECTION 7.01. Duties and Responsibilities of Trustee	37
	 	 
	SECTION 7.02. Reliance on Documents, Opinions, etc.	38
	 	 
	SECTION 7.03. No Responsibility for Recitals, etc.	39
	 	 
	SECTION 7.04. Ownership of Securities	39
	 	 
	SECTION 7.05. Moneys to be Held in Trust	39
	 	 
	SECTION 7.06. Compensation and Expenses of Trustee	39
	 	 
	SECTION 7.07. Officer’s Certificate as Evidence	40
	 	 
	SECTION 7.08. Disqualifications; Conflicting Interest of Trustee	40
	 	 
	SECTION 7.09. Eligibility of Trustee	40
	 	 
	SECTION 7.10. Resignation or Removal of Trustee	41
	 	 
	SECTION 7.11. Acceptance by Successor Trustee	42
	 	 
	SECTION 7.12. Successor by Merger, etc.	43
	 	 
	SECTION 7.13. Limitations on Rights of Trustee as Creditor	43
	 	 
	SECTION 7.14. Notice of Default.	43
	 	 
	SECTION 7.15. Appointment of Authenticating Agent	43
	 	 
	Article 8 CONCERNING THE SECURITYHOLDERS	45
	 	 
	SECTION 8.01. Action by Securityholders	45
	 	 
	SECTION 8.02. Proof of Execution by Securityholders	46
	 	 
	SECTION 8.03. Who Are Deemed Absolute Owners	46
	 	 
	SECTION 8.04. Company-Owned Securities Disregarded	47
	 	 
	SECTION 8.05. Revocation of Consents; Future Securityholders Bound	47
	 	 
	SECTION 8.06. Record Date	48




 




    	 	iii	 



     


    

 





	Article 9 SECURITYHOLDERS’ MEETINGS	48
	 	 
	SECTION 9.01. Purposes of Meeting	48
	 	 
	SECTION 9.02. Call of Meetings by Trustee	48
	 	 
	SECTION 9.03. Call of Meetings by Company or Securityholders	49
	 	 
	SECTION 9.04. Qualifications for Voting	49
	 	 
	SECTION 9.05. Regulations	49
	 	 
	SECTION 9.06. Voting	50
	 	 
	Article 10 SUPPLEMENTAL INDENTURES	50
	 	 
	SECTION 10.01. Supplemental Indentures without Consent of Securityholders	50
	 	 
	SECTION 10.02. Supplemental Indentures with Consent of Holders	52
	 	 
	SECTION 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures	53
	 	 
	SECTION 10.04. Notation on Securities	53
	 	 
	Article 11 CONSOLIDATION, MERGER, SALE OR CONVEYANCE	53
	 	 
	SECTION 11.01. Company May Consolidate, etc., on Certain Terms	53
	 	 
	SECTION 11.02. Successor Corporation Substituted	54
	 	 
	SECTION 11.03. Opinion of Counsel and Officers’ Certificate to be Given Trustee	54
	 	 
	Article 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	54
	 	 
	SECTION 12.01. Discharge of Indenture	54
	 	 
	SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee	55
	 	 
	SECTION 12.03. Paying Agent to Repay Moneys Held	55
	 	 
	SECTION 12.04. Return of Unclaimed Moneys	55
	 	 
	Article 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	56
	 	 
	SECTION 13.01. Indenture and Securities Solely Corporate Obligations	56




 




    	 	iv	 



     


    

 





	Article 14 DEFEASANCE AND COVENANT DEFEASANCE	56
	 	 
	SECTION 14.01. Applicability of Article	56
	 	 
	SECTION 14.02. Defeasance and Discharge	56
	 	 
	SECTION 14.03. Covenant Defeasance	57
	 	 
	SECTION 14.04. Conditions to Defeasance or Covenant Defeasance	57
	 	 
	SECTION 14.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	59
	 	 
	Article 15 MISCELLANEOUS PROVISIONS	60
	 	 
	SECTION 15.01. Benefits of Indenture Restricted to Parties and Securityholders	60
	 	 
	SECTION 15.02. Provisions Binding on Company’s Successors	60
	 	 
	SECTION 15.03. Addresses for Notices, etc., to Company and Trustee	60
	 	 
	SECTION 15.04. Notice to Holders of Securities; Waiver	60
	 	 
	SECTION 15.05. Evidence of Compliance with Conditions Precedent	61
	 	 
	SECTION 15.06. Legal Holidays	62
	 	 
	SECTION 15.07. Trust Indenture Act to Control	62
	 	 
	SECTION 15.08. Execution in Counterparts	62
	 	 
	SECTION 15.09. Governing Law; Waiver of Jury Trial	62
	 	 
	SECTION 15.10. Severability	62
	 	 
	SECTION 15.11. Interpretations	63
	 	 
	SECTION 15.12. U.S.A. Patriot Act	63
	 	 
	Article 16 RANKING OF SECURITIES	63
	 	 
	SECTION 16.01. Ranking	63




 




    	 	v	 



     


    

 


THIS INDENTURE, dated as of [_____________,______]
between BCB Bancorp, Inc., a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”),
and [________________] (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article
7 of this Indenture).


 


WHEREAS, the Company deems it necessary to issue
from time to time for its lawful purposes securities (the “Securities”) evidencing its indebtedness and has duly authorized
the execution and delivery of this Indenture to provide for the issuance of the Securities in one or more series, unlimited as
to principal amount, to bear such rates of interest, to mature at such time or times, and to have such other provisions as shall
be fixed as hereinafter provided; and


 


WHEREAS, the Company represents that all acts
and things necessary to constitute these presents a valid indenture and agreement according to its terms have been done and performed,
and the execution of this Indenture has in all respects been duly authorized, and the Company, in the exercise of legal right and
power in it vested, is executing this Indenture;


 


NOW, THEREFORE:


 


In order to declare the terms and conditions upon
which the Securities are authenticated, issued and received, and in consideration of the premises, of the purchase and acceptance
of the Securities by the holders thereof and of the sum of One Dollar to it duly paid by the Trustee at the execution of these
presents, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the respective holders from time to time of the Securities, as follows:


 


Article
1

DEFINITIONS


 


SECTION 1.01. Definitions.


 


The terms defined in this Section (except as herein
otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are
defined in the Trust Indenture Act of 1939 or that are by reference therein defined in the Securities Act of 1933 shall have the
meanings (except as herein otherwise expressly provided or unless the context otherwise requires) assigned to such terms in the
Trust Indenture Act of 1939 and in the Securities Act of 1933 as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with United
States generally accepted accounting principles, and the term “generally accepted accounting principles” means such
accounting principles as are generally accepted at the time of any computation. The words “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include
the plural as well as the singular.


 


“Additional Amounts” shall mean any
additional amounts to be paid by the Company in respect of Securities of a series, as may be specified pursuant to Section 2.03(b)
hereof and in such Security and under the circumstances specified therein, in respect of specified


 




    	 	1	 



     


    

 


taxes, assessments or other governmental charges
imposed on certain holders who are United States Aliens.


 


“Authorized Newspaper” shall mean
a newspaper (which, in the case of the United Kingdom, will, if practicable, be the Financial Times (London Edition) and, in the
case of Luxembourg, will, if practicable, be the Luxemburger Wort) of general circulation in the place of publication, published
in an official language of the country of publication and customarily published at least once a day for at least five days in each
calendar week. Whenever successive weekly publications in an Authorized Newspaper are authorized or required hereunder, they may
be made (unless otherwise provided herein) on the same or different days of the week and in the same or different Authorized Newspapers.
If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute
a sufficient publication of such notice.


 


“Authorized Officer” shall have the
meaning set forth in Section 3.02 hereof.


 


“Bearer Security” shall mean any Security
established pursuant to Section 2.01 and Section 2.03(b) hereof which is payable to bearer (including without limitation any Security
in temporary or permanent global bearer form) and title to which passes by delivery only, but does not include any coupons.


 


“Board of Directors” or “Board”
shall mean the Board of Directors of the Company or any duly authorized committee of such Board.


 


“Board Resolution” shall mean a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or by a
committee acting under authority of or appointment by the Board of Directors and to be in full force and effect on the date of
such certification, and delivered to the Trustee.


 


“Business Day” shall mean, unless
otherwise specified pursuant to Section 2.03(b), with respect to any Place of Payment or any other particular location referred
to in this Indenture or in the Securities, a day that in the city (or in any one of the cities, if more than one) in which amounts
are payable, as specified in the form of such Security, is not a day on which banking institutions are authorized or required by
law or regulation to be closed.


 


“Capital Stock” shall mean, as to
shares of a particular corporation, outstanding shares of stock of any class, whether now or hereafter authorized, irrespective
of whether such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate
in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of such corporation.


 


“Common Depositary” shall have the
meaning set forth in Section 2.08 hereof.


 


“Commission” shall mean the Securities
and Exchange Commission or any successor agency.


 




    	 	2	 



     


    

 


“Company” shall mean the person named
as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.


 


“Company Request,” “Company
Order” and “Company Consent” mean, respectively, a written request, order or consent signed in the name of the
Company by its Chief Executive Officer, President, Chief Financial Officer, Vice President, General Counsel, Secretary or Assistant
Secretary or Treasurer or Assistant Treasurer and delivered to the Trustee.


 


“coupon” shall mean any interest coupon
appertaining to a Bearer Security.


 


“Default” or “default”
shall have the meaning specified in Article 6.


 


“Dollar” or “$” shall
mean a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.


 


“Event of Default” shall have the
meaning specified in Article 6.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


“Exchange Date” shall have the meaning
set forth in Section 2.08.


 


“holder,” “holder of Securities,”
“securityholder” or other similar term shall mean (a) in the case of any Registered Security, the person in whose name
such Security is registered in the Security Register kept by the Company for that purpose, in accordance with the terms hereof,
and (b) in the case of any Bearer Security, the bearer thereof, and as used with respect to any coupon appertaining to any Bearer
Security, the term “holder” shall mean the bearer thereof.


 


“Indebtedness” means, without duplication,
the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees,
charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following
indebtedness of the Company, whether any such indebtedness exists as of the date of the Indenture or is created, incurred or assumed
after such date: (i) all obligations for borrowed money, (ii) all obligations evidenced by debentures, Securities or other similar
instruments, (iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments (or reimbursement
obligations with respect thereto), (iv) all obligations to pay the deferred purchase price of property or services, except trade
accounts payable arising in the ordinary course of business, (v) all Indebtedness of others guaranteed by the Company or any of
its Subsidiaries or for which the Company or any of its Subsidiaries is legally responsible or liable (whether by agreement to
purchase indebtedness of, or to supply funds or to invest in, others) and (vi) indebtedness secured by any mortgage, pledge, lien,
charge, encumbrance or any security interest existing on property owned by the Company but excluding any obligations of the Company
which are required (as opposed to elected to be treated) as capitalized leases under GAAP.


 




    	 	3	 



     


    

 


“Indenture” shall mean this instrument
as originally executed and delivered or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including without limitation, the forms and terms of particular
series of Securities established as contemplated by Article 2.


 


“Material Subsidiary” means BCB Community
Bank, or any successor thereof or any Subsidiary of the Company that is a depository institution and that has consolidated assets
equal to 80% or more of the Company’s consolidated assets.


 


“Officers’ Certificate” shall
mean a certificate signed by the Chief Executive Officer, Chief Financial Officer, Assistant Secretary, Treasurer or Controller
of the Company and delivered to the Trustee.


 


“Opinion of Counsel” shall mean an
opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company and who shall be reasonably satisfactory
to the Trustee, or who may be other counsel reasonably satisfactory to the Trustee.


 


“Original Issue Discount Securities”
shall mean any Securities that are initially sold at a discount from the principal amount thereof and that provide upon an Event
of Default for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration thereof.


 


“Outstanding” or “outstanding,”
when used with reference to Securities, shall, subject to the provisions of Section 7.08, Section 8.01 and Section 8.04, mean,
as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:


 


(a)          Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(b)          Securities,
or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated and held in trust by
the Company (if the Company shall act as its own paying agent) for the holders of such Securities and any coupons appertaining
thereto; provided, that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article 3, or provision satisfactory to the Trustee shall have been made for giving
such notice;


 


(c)          Securities
that have been defeased pursuant to Section 14.02 hereof; and


 


(d)          Securities
that have been paid pursuant to Section 2.09, or Securities in exchange for, in lieu of and in substitution for which other Securities
shall have been authenticated and delivered pursuant to the terms of Section 2.07, unless proof satisfactory to the Trustee is
presented that any such Securities are held by bona fide holders in due course.


 


“Periodic Offering” shall mean an
offering of Securities of a series, from time to time, the specific terms of which (including, without limitation, the rate or
rates of interest or


 




    	 	4	 



     


    

 


formula for determining the rate or rates of interest
thereon, if any, the maturity date or dates thereof and the redemption provisions, if any, with respect thereto) are to be determined
by the Company upon the issuance of such Securities.


 


“Person” or “person” shall
mean any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.


 


“Place of Payment,” when used with
respect to the Securities of any series, means the place or places where, subject to the provisions of Section 4.02, the principal
of (and premium, if any, on) and any interest on the Securities of that series are payable as specified as contemplated by Section
2.03(b).


 


“Possessions,” when used with respect
to the United States, shall include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands.


 


“record date” as used with respect
to any interest payment date shall have the meaning specified in Section 2.05.


 


“Registered Security” shall mean any
Security established pursuant to Section 2.01 and Section 2.03(b) that is registered on the Security Register of the Company.


 


“Responsible Officer,” when used with
respect to the Trustee, shall mean any officer within the Corporate Trust Office of the Trustee (or any successor group of the
Trustee), including any Vice President, Assistant Vice President, Assistant Secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated officers and also shall mean, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge
of and familiarity with the particular subject.


 


“Securities” shall have the meaning
set forth in the preamble of this Indenture.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended.


 


“Security Register” and “Security
Registrar” shall have the respective meanings set forth in Section 2.07(a) hereof.


 


“Subsidiary” shall mean, in respect
of any Person, any corporation, association, partnership, limited liability company or other business entity of which more than
50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or
(c) one or more Subsidiaries of such Person.


 




    	 	5	 



     


    

 


“Trust Indenture Act,” except as otherwise
provided in this Indenture, shall mean the Trust Indenture Act of 1939, as amended, as in force at the date of this Indenture as
originally executed.


 


“Trustee” shall mean the person identified
as “Trustee” in the first paragraph hereof until the acceptance of appointment of a successor trustee pursuant to the
provisions of Article 7, and thereafter shall mean such successor trustee.


 


“United States Alien” shall mean any
person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident
alien fiduciary of a foreign estate or trust, or a foreign partnership to the extent that one or more of its members is, for United
States federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of
a foreign estate or trust


 


“U.S. Depositary” shall mean, with
respect to the Securities of any series issuable or issued in whole or in part in the form of one or more permanent global Securities,
the person designated as U.S. Depositary by the Company pursuant to Section 2.03(b), which must be a clearing agency registered
under the Exchange Act, until a successor U.S. Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “U.S. Depositary” shall mean or include each person who is then a U.S. Depositary hereunder,
and if at any time there is more than one such person, “U.S. Depositary” as used with respect to the Securities of
any series shall mean the U.S. Depositary with respect to the Securities of such series.


 


“Vice President” when used with respect
to the Company or the Trustee shall mean any vice president, whether or not designated by a number or word or words added before
or after the title “vice president,” including any Executive or Senior Vice President.


 


“Voting Stock” means outstanding
shares of Capital Stock having voting power for the election of directors, whether at all times or only so long as no senior class
of stock has such voting power because of default in dividends or other default.


 


Article
2

ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01. Amount Unlimited; Issuable
in Series.


 


Upon the execution of this Indenture, or from
time to time thereafter, Securities up to the aggregate principal amount and containing terms and conditions from time to time
authorized by or pursuant to a Board Resolution, or in an indenture supplemental hereto, as set forth in Section 2.03, may be executed
by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available
for delivery the Securities to or upon Company Order, without any further action by the Company but subject to the provisions of
Section 2.03, or in an indenture supplemental hereto, as set forth in Section 2.03.


 


The Securities may be issued in one or more series.
The aggregate principal amount of Securities of all series that may be authenticated and delivered and outstanding under


 




    	 	6	 



     


    

 


this Indenture is not limited hereunder. The Securities
of a particular series may be issued up to the aggregate principal amount of Securities for such series from time to time authorized
by or pursuant to a Board Resolution.


 


SECTION 2.02. Form of Trustee’s Certificate
of Authentication.


 


The Trustee’s certificate of authentication
shall be in substantially the following form:


 


[Form of Trustee’s Certificate of Authentication]


 


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


 


	Dated:	[                            ]	 
	 	as Trustee	 
	 	  	 
	 	By:	 
	 	Authorized Signatory	 


 


SECTION 2.03. Form of Securities Generally;
Establishment of Terms of Series.


 


(a)          The
Registered Securities, if any, of each series, the Bearer Securities, if any, of each series and related coupons, if any, the temporary
global Securities of each series, if any, and the permanent global Securities of each series, if any, shall be in the forms established
from time to time in or pursuant to one or more Board Resolutions (and, to the extent established pursuant to rather than set forth
in one or more Board Resolutions, in an Officers’ Certificate (to which shall be attached true and correct copies of the
relevant Board Resolution(s)) detailing such establishment) or established in an indenture supplemental hereto.


 


The Securities may be issued in typewritten, printed
or engraved form with such letters, numbers or other marks of identification or designation (including “CUSIP” numbers,
if then generally in use) and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed,
or to conform to usage. Unless otherwise specified as contemplated hereinafter, Securities in bearer form shall have interest coupons
attached.


 


(b)          At
or prior to the initial issuance of Securities of any series, the particular terms of Securities of such series shall be established
in or pursuant to one or more Board Resolutions (and to the extent established pursuant to rather than set forth in one or more
Board Resolutions, in an Officers’ Certificate (to which shall be attached true and correct copies of the relevant Board
Resolutions(s)) detailing such establishment) or established in an indenture supplemental hereto, including the following:


 


(1)         the
designation of the particular series (which shall distinguish such series from all other series);


 




    	 	7	 



     


    

 


(2)         the
aggregate principal amount of such series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to this Indenture and except for any Securities which, pursuant to Section 2.06, are deemed never to have been authenticated
and delivered hereunder);


 


(3)         whether
Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, whether
any Securities of the series are to be issuable initially in temporary global form with or without coupons and, if so, the name
of the Common Depositary with respect to any such temporary global Security, and whether any Securities of the series are to be
issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent
global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination
and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.06 and the name
of the Common Depositary or the U.S. Depositary with respect to any such permanent global Security;


 


(4)         the
date as of which any Bearer Securities of such series and any temporary Security in global form representing Outstanding Securities
of such series shall be dated, if other than the date of original issuance of the first Securities of the series to be issued;


 


(5)         the
person to whom any interest on any Registered Security of the series shall be payable, if other than the person in whose name that
Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest,
the manner in which, or the person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than
upon presentation and surrender of the coupons appertaining thereto as they severally mature, the extent to which, or the manner
in which, any interest payable on a temporary global Security on an interest payment date will be paid if other than in the manner
provided in Section 2.08 and the extent to which, or the manner in which, any interest payable on a permanent global Security on
an interest payment date will be paid;


 


(6)         the
date or dates on which the principal of the Securities of such series is payable;


 


(7)         the
rate or rates, and if applicable the method used to determine the rate, at which the Securities of such series shall bear interest,
if any, the date or dates from which such interest shall accrue, the date or dates on which such interest shall be payable and
the record date or dates for the interest payable on any Registered Securities on any interest payment date;


 


(8)         the
place or places at which, subject to the provisions of Section 4.02, the principal of (and premium, if any, on) and any interest
on Securities of such series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer,
Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities
of the series and this Indenture may be served;


 


(9)         the
obligation, if any, of the Company to redeem or purchase Securities of such series, at the option of the Company or at the option
of a holder thereof, pursuant to any




    	 	8	 



     


    

 


sinking fund or other redemption provisions and
the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series
may be so redeemed or purchased, in whole or in part;


 


(10)        if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Registered Securities of such
series shall be issuable, and the denomination or denominations in which any Bearer Securities of the series shall be issuable,
if other than the denomination of $5,000;


 


(11)        if
other than the principal amount thereof, the portion of the principal amount of Securities of such series which shall be payable
upon declaration of acceleration of the maturity thereof;


 


(12)        the
currency, currencies or currency units in which payment of the principal of (and premium, if any, on) and any interest on any Securities
of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent
thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section
1.01;


 


(13)        if
the principal of (and premium, if any, on) or any interest on the Securities of the series are to be payable, at the election of
the Company or a holder thereof, in one or more currencies or currency units, other than that or those in which the Securities
are stated to be payable, the currency or currencies in which payment of the principal of (and premium, if any, on) and any interest
on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and
conditions upon which such election is to be made;


 


(14)        if
the amount of payments of principal of (and premium, if any, on) or any interest on the Securities of the series may be determined
with reference to an index, the manner in which such amounts shall be determined;


 


(15)        whether
the Securities will be issued in book-entry only form;


 


(16)        any
interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such series;


 


(17)        if
either or both of Section 14.02 and Section 14.03 do not apply to the Securities of the series;


 


(18)        whether
and under what circumstances the Company will pay Additional Amounts in respect of any series of Securities and whether the Company
has the option to redeem such Securities rather than pay such Additional Amounts;


 


(19)        any
provisions relating to the extension of maturity of, or the renewal of, Securities of such series, or the conversion of Securities
of such series into other securities of the Company;


 




    	 	9	 



     


    

 


(20)        any
provisions relating to the purchase or redemption of all or any portion of a tranche or series of Securities, including the period
of notice required to redeem those Securities;


 


(21)        the
terms and conditions, if any, pursuant to which the Securities of the series are secured;


 


(22)        the
subordination terms of the Securities of the series; and


 


(23)        any
other terms of the Securities or provisions relating to the payment of principal of, premium (if any), or interest thereon, including,
but not limited to, whether such Securities are issuable at a discount or premium, as amortizable Securities, and if payable in,
convertible or exchangeable for commodities or for the securities of the Company or any third party.


 


All Securities of any one series need not be issued
at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant
to the Board Resolution or Officers’ Certificate referred to above or as set forth in an indenture supplemental hereto, and,
unless otherwise provided, the authorized principal amount of any series may be increased to provide for issuances of additional
Securities of such series. If so provided by or pursuant to the Board Resolution or Officers’ Certificate or supplemental
indenture referred to above, the terms of such Securities to be issued from time to time may be determined as set forth in such
Board Resolution, Officers’ Certificate or supplemental indenture, as the case may be. All Securities of any one series shall
be substantially identical except as to denomination, interest rate, maturity and other similar terms and except as may be provided
otherwise by or pursuant to such Board Resolution, Officers’ Certificate or supplemental indenture.


 


SECTION 2.04. Securities in Global Form.


 


If Securities of a series are issuable in global
form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions
of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be
specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities
Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may
from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of
such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the
amount, of Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and
upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order
to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable,
Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order.
If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the


 




    	 	10	 



     


    

 


Company with respect to endorsement or delivery
or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied
by an Opinion of Counsel.


 


The provisions of the last sentence of Section
2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions
(which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence
of Section 2.06.


 


Notwithstanding the provisions of Section 2.05,
unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security
in permanent global form shall be made to the persons or persons specified therein.


 


SECTION 2.05. Denominations; Record Date;
Payment of Interest.


 


(a)          Unless
otherwise provided as contemplated by Section 2.03(b) with respect to any series of Securities, any Registered Securities of a
series shall be issuable without coupons in denominations of $1,000 and any Bearer Securities of a series shall be issuable, with
interest coupons attached, in the denomination of $5,000.


 


(b)          The
term “record date” as used with respect to an interest payment date for any series of a Registered Security shall mean
such day or days as shall be specified as contemplated by Section 2.03(b); provided, that in the absence of any such provisions
with respect to any series, such term shall mean (1) the last day of the calendar month next preceding such interest payment date
if such interest payment date is the 15th day of a calendar month; or (2) the 15th day of a calendar month next preceding such
interest payment date if such interest payment date is the first day of the calendar month.


 


Unless otherwise provided as contemplated by Section
2.03 with respect to any series of Securities, the person in whose name any Registered Security is registered at the close of business
on the record date with respect to an interest payment date shall be entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such Security upon any registration of transfer or exchange thereof subsequent
to such record date prior to such interest payment date; provided, that if and to the extent the Company shall default in the payment
of the interest due on such interest payment date, such defaulted interest shall be paid to the persons in whose names the Securities
are registered on a subsequent record date established by notice given to the extent and in the manner set forth in Section 15.04
by or on behalf of the Company to the holders of Securities of the series in default not less than 15 days preceding such subsequent
record date, such record date to be not less than five days preceding the date of payment of such defaulted interest, or in any
other lawful manner acceptable to the Trustee.


 


(c)          Unless
otherwise specified by Board Resolution or Company Order for a particular series of Securities, the principal of, redemption premium,
if any, on and interest, if


 




    	 	11	 



     


    

 


any, on the Securities of any series shall be
payable at the office or agency of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series, in the
coin or currency of the United States of America that at the time is legal tender for public and private debt; provided, that,
at the option of the Company, payment of interest with respect to a Registered Security may be paid by check mailed to the holders
of the Registered Securities entitled thereto at their last addresses as they appear on the Security Register or wired if held
in book-entry form at the U.S. Depositary.


 


SECTION 2.06. Execution, Authentication,
Delivery and Dating of Securities


 


The Securities shall be signed on behalf of the
Company by its Chief Executive Officer, its President or one of its Vice Presidents under its corporate seal and attested by its
Secretary or one of its Assistant Secretaries. Such signatures may be the manual or facsimile signatures of such then current officers.


 


The seal of the Company may be in the form of
a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Coupons shall bear the
facsimile signature of the Secretary or one of the Assistant Secretaries of the Company or such other officer of the Company as
may be specified pursuant to Section 2.03(b). Any Security or coupon may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the
execution of this Indenture any such person was not such officer. Securities and coupons bearing the manual or facsimile signatures
of individuals who were, at the actual date of the execution of such Security or coupon, the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication
and delivery of such Securities, or the delivery of such coupons, as the case may be, or did not hold such offices at the date
of such Securities.


 


Upon the execution and delivery of this Indenture,
the Company shall deliver to the Trustee an Officers’ Certificate as to the incumbency and specimen signatures of officers
authorized to execute and deliver the Securities and coupons and give instructions under this Section and, as long as Securities
are Outstanding under this Indenture, shall deliver a similar Officers’ Certificate each year on the anniversary of the date
of the first such Officers’ Certificate. The Trustee may conclusively rely on the documents delivered pursuant to this Section
(unless revoked by superseding comparable documents) and Section 2.03 hereof as to the authorization of the Board of Directors
of any Securities delivered hereunder, and the form and terms thereof, and as to the authority of the instructing officers referred
to in this Section so to act.


 


The Trustee shall at any time, and from time to
time, authenticate Securities for original issue in an unlimited aggregate principal amount upon receipt by the Trustee of a Company
Order; provided, that with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered
to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate
and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount, if any, established for such series, pursuant to a Company Order or pursuant to such procedures acceptable
to the Trustee as may be


 




    	 	12	 



     


    

 


specified from time to time by a Company Order,
(c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such
series shall be determined by Company Order or pursuant to such procedures, and (d) if provided for in such procedures, such Company
Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized
agent or agents, which oral instructions shall be promptly confirmed in writing. Except as permitted by Section 2.09, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached
and cancelled.


 


Prior to the issuance of a Security of any new
series and any related coupons, and the authentication thereof by the Trustee, the Trustee shall have received and (subject to
Section 7.02) shall be fully protected in relying on:


 


(a)          The
Board Resolution or Officers’ Certificate or indenture supplemental hereto establishing the terms and the form of the Securities
of that series pursuant to Section 2.01 and Section 2.03;


 


(b)          An
Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the authentication
and delivery of Securities in such form have been complied with;


 


(c)          An
Opinion of Counsel stating that the form and terms of such Securities and coupons, if any, have been established in conformity
with the provisions of this Indenture; provided, that with respect to Securities of a series subject to a Periodic Offering, the
Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities
of such series.


 


With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms
thereof and of any coupons and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and
other documents delivered pursuant to this Section in connection with the first authentication of Securities of such series unless
and until such Opinion of Counsel or other documents have been superseded or revoked. In connection with the authentication and
delivery of Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s
instructions to authenticate and deliver such Securities do not violate any rules, regulations or orders of any governmental agency
or commission having jurisdiction over the Company.


 


Each Registered Security shall be dated the date
of its authentication except as otherwise provided by Board Resolution or Officers’ Certificate or indenture supplemental
hereto; and each Bearer Security shall be dated as of the date of original issuance of the first Security of such series to be
issued unless otherwise specified pursuant to Section 2.03 hereof.


 


The aggregate principal amount of Securities of
any series outstanding at any time may not exceed any limit upon the maximum principal amount for such series set forth in or pursuant
to the Board Resolution or Officers’ Certificate or indenture supplemental hereto delivered pursuant to Section 2.03, except
as provided in Section 2.08.


 




    	 	13	 



     


    

 


No Security or coupon shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security, or the Security to
which such coupon appertains, a certificate of authentication substantially in the form provided for herein executed by the Trustee
by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 2.09 together with a written statement stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


 


SECTION 2.07. Exchange and Registration of
Transfer of Securities.


 


(a)          The
Company shall keep, at an office or agency to be designated and maintained by the Company in accordance with Section 4.02 (as such,
a “Security Registrar”), registry books (the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall register Registered Securities and shall register the transfer of Registered
Securities of each such series as provided in this Article 2. Such Security Register shall be in written form or in any other form
capable of being converted into written form within a reasonable time. At all reasonable times such Security Register shall be
open for inspection by the Trustee. Upon due presentment for registration of transfer of any Registered Security of a particular
series at such office or agency maintained pursuant to Section 4.02 for such purpose in a Place of Payment, the Company shall execute
and register and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a
new Registered Security or Registered Securities of such series of any authorized denominations and for an equal aggregate principal
amount and tenor.


 


(b)          At
the option of the holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series
of any authorized denominations and of an equal aggregate principal amount and tenor. Registered Securities to be exchanged shall
be surrendered at any such office or agency maintained pursuant to Section 4.02 for such purpose in a Place of Payment, and the
Company shall execute and register and the Trustee shall authenticate and make available for delivery in exchange therefor the
Security or Securities that the securityholder making the exchange shall be entitled to receive. Registered Securities, including
Registered Securities received in exchange for Bearer Securities, may not be exchanged for Bearer Securities, unless the Company
otherwise expressly provides for the issuance, upon such terms and conditions as may be provided with respect to such series, by
the Company of Registered Securities of a series that may be exchanged, at the option of the securityholder upon such conditions
and limitations as may be specified by the Company, for Bearer Securities of such series.


 


At the option of the holder, Bearer Securities
of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured
coupons (except as provided below) and with all matured


 




    	 	14	 



     


    

 


coupons in default appertaining thereto. If the
holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount
equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and
any paying agent harmless. If thereafter the holder of such Securities shall surrender to any paying agent any such missing coupon
in respect of which such a payment shall have been made, such holder shall be entitled to receive the amount of such payment; provided,
that, except as otherwise provided in Section 4.02, interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United States and its possessions. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the
same series and like tenor after the close of business at such office or agency on (i) any record date and before the opening of
business at such office or agency on the relevant interest payment date, or (ii) any special record date and before the opening
of business at such office or agency on the related proposed date for payment of defaulted interest as set forth in Section 2.05,
such Bearer Security shall be surrendered without the coupon relating to such interest payment date or proposed date for payment,
as the case may be, and interest or defaulted interest, as the case may be, will not be payable on such interest payment date or
proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the holder of such coupon when due in accordance with the provisions of this Indenture.


 


Whenever any Securities are so surrendered for
exchange, the Company shall execute and register, and the Trustee shall authenticate and make available for delivery, the Securities
which the holder making the exchange is entitled to receive.


 


(c)          All
Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of
transfer or exchange.


 


All Registered Securities presented for registration
of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Company or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Security Registrar duly executed by, the holder thereof or his attorney duly authorized in writing.


 


No service charge shall be made for any exchange
or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith, other than exchanges pursuant to the terms of this Indenture not involving
any transfer.


 


The Company shall not be required (1) to exchange
or register the transfer of Securities of any series to be redeemed for a period of 15 days next preceding any selection of such
Securities to be redeemed, or (2) to exchange or register the transfer of any Registered




    	 	15	 



     


    

 


Security so selected, called or being called for
redemption, except in the case of any such series to be redeemed in part the portion thereof not to be so redeemed, or (3) to exchange
any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of
that series and of like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption.


 


(d)          Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 2.03(b), any permanent global Security shall be exchangeable
pursuant to this Section only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security
are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 2.03(b), then without unnecessary delay but in any event not later
than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee or the Security Registrar
definitive Securities of that series in aggregate principal amount equal to the principal amount of such permanent global Security
executed by the Company. On or after the earliest date on which such interests may be so exchanged, in accordance with instructions
given by the Company to the Trustee or the Security Registrar and the Common Depositary or the U.S. Depositary, as the case may
be (which instructions shall be in writing), such permanent global Security shall be surrendered from time to time by the Common
Depositary or the U.S. Depositary, as the case may be, or such other depositary or Common Depositary or U.S. Depositary, as the
case may be, as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such
purpose, or to the Security Registrar, to be exchanged, in whole or in part, for definitive Securities of the same series without
charge and the Trustee shall authenticate and make available for delivery in accordance with such instructions, in exchange for
each portion of such permanent global Security, a like aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which (unless the Securities
of the series are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities
exchanged for the permanent global Security shall be issuable only in the form in which the Securities are issuable, as specified
as contemplated by Section 2.03(b)), shall be in the form of Bearer Securities or Registered Securities, or any combination thereof,
as shall be specified by the beneficial owner thereof; provided, that no such exchanges may occur for a period of 15 days next
preceding any selection of Securities of that series and of like tenor for redemption; and provided, further, that no Bearer Security
delivered in exchange for a portion of a permanent global security shall be mailed or otherwise delivered to any location in the
United States or its possessions. Promptly following any such exchange in part, such permanent global Security should be returned
by the Trustee or the Security Registrar to the Common Depositary or the U.S. Depositary, as the case may be, or such other depositary
or Common Depositary or U.S. Depositary referred to above in accordance with the instructions of the Company referred to above.
If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the
office or agency where such exchange occurs on (i) any record date and before the opening of business at such office or agency
on the relevant interest payment date, or (ii) any special record date and before the opening of business at such office or agency
on the related proposed date for payment of defaulted interest as provided in Section 2.05, interest or defaulted interest, as
the case may be, will not be payable on such interest payment date or proposed date for payment, as the case may be, in respect
of such Registered Security, but will be payable on such


 




    	 	16	 



     


    

 


interest payment date or proposed date for payment,
as the case may be, only to the person to whom interest in respect of such portion of such permanent global Security is payable
in accordance with the provisions of this Indenture.


 


SECTION 2.08. Temporary Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute and the Trustee shall, upon Company Order, authenticate and make available for delivery,
temporary Securities of such series (typewritten, printed, lithographed or otherwise produced). Such temporary Securities, in any
authorized denominations, shall be substantially in the form of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more or without coupons, in the form approved from time to time by
or pursuant to a Board Resolution but with such omissions, insertions, substitutions and other variations as may be appropriate
for temporary Securities, all as may be determined by the Company, but not inconsistent with the terms of this Indenture or any
provision of applicable law. In the case of any series issuable as Bearer Securities, such temporary Securities shall be delivered
only in compliance with the conditions set forth in Section 2.06 and may be in global form.


 


Except in the case of temporary Securities in
global form (which shall be exchanged as hereinafter provided), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities
of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender
of the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place
of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the holder. Upon surrender
for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured coupons appertaining thereto),
the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like aggregate
principal amount of definitive Securities of the same series and of like tenor of authorized denominations; provided, that, except
as otherwise expressly provided by the Company as contemplated in Section 2.07(b), no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security; and provided further, however, that a definitive Bearer Security shall be delivered
in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 2.06.


 


Without unnecessary delay but in any event not
later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal
to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date such temporary
global Security shall be presented and surrendered by the Common Depositary to the Trustee, as the Company’s agent for such
purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of such
series without charge, and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such
temporary global Security, a like aggregate principal amount of definitive Securities of the same series of authorized


 




    	 	17	 



     


    

 


denominations and of like tenor as the portion
of such temporary global Security to be exchanged.


 


Every temporary Security shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect,
as the definitive Securities.


 


SECTION 2.09. Mutilated, Destroyed, Lost
or Stolen Securities and Coupons


 


If any mutilated Security or a Security with a
mutilated coupon appertaining thereto is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate
and make available for delivery in exchange
therefor a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons,
if any, appertaining to the surrendered Security.


 


If there shall be delivered to the Company and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii) such security
or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall,
subject to the following paragraph, execute and the Trustee shall authenticate and make available for delivery, in lieu of any
such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining
to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.


 


In case any such mutilated, destroyed, lost or
stolen Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security or coupon; provided, however, that principal of (and premium, if any, on) and any interest on
Bearer Securities shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the
United States and its possessions.


 


Upon the issuance of any new Security under this
Section, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any series, with any coupons
appertaining thereto, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange for a Security
to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and any coupons appertaining thereto, or the destroyed, lost or stolen coupon
shall be at any time enforceable by anyone, and any such new Security and coupons, if any, shall be entitled


 




    	 	18	 



     


    

 


to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder.


 


The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons.


 


SECTION 2.10. Cancellation.


 


All Securities surrendered for payment, redemption,
exchange or registration of transfer or for credit against any sinking fund payment, as the case may be, and any coupons surrendered
for payment, shall, if surrendered to the Company or any agent of the Company or of the Trustee, be delivered to the Trustee. All
Registered Securities and matured coupons so delivered shall be promptly cancelled by the Trustee. All Bearer Securities and unmatured
coupons so delivered shall be held by the Trustee, and upon instruction by a Company Order, shall be cancelled or held for reissuance.
All Bearer Securities and unmatured coupons held by the Trustee pending such cancellation or reissuance shall be deemed to be delivered
for cancellation for all purposes of this Indenture and the Securities. The Company may deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and
may deliver to the Trustee (or to any other person for delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee.
No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section except
as expressly provided by this Indenture. Any cancelled Securities and coupons held by the Trustee shall be delivered to the Company
or disposed of as directed by the Company; provided, that the Trustee may, but shall not be required to, destroy such Securities.


 


SECTION 2.11. Book Entry Only System.


 


If specified by the Company pursuant to Section
2.03(b) with respect to Securities represented by a Security in global form, a series of Securities may be issued initially in
book-entry only form and, if issued in such form, shall be represented by one or more Securities in global form registered in the
name of the U.S. or Common Depositary or other depositary designated with respect thereto. So long as such system of registration
is in effect, (a) Securities of such series so issued in book-entry only form will not be issuable in the form of or exchangeable
for Securities in certificated or definitive registered form, (b) the records of the U.S. or Common Depositary or such other depositary
will be determinative for all purposes and (c) neither the Company, the Trustee nor any paying agent, Security Registrar or transfer
agent for such Securities will have any responsibility or liability for (i) any aspect of the records relating to or payments made
on account of owners of beneficial interests in the Securities of such series, (ii) maintaining, supervising or reviewing any records
relating to such beneficial interests, (iii) receipt of notices, voting and requesting or directing the Trustee to take, or not
to take, or consenting to, certain actions hereunder, or (iv) the records and procedures of the U.S. or Common Depositary, or such
other depositary, as the case may be.


 




    	 	19	 



     


    

 


Article
3

REDEMPTION OF SECURITIES


 


SECTION 3.01. Redemption of Securities, Applicability
of Section.


 


Redemption of Securities of any series as permitted
or required by the terms thereof shall be made in accordance with the terms of such Securities as specified pursuant to Section
2.03 hereof and this Article; provided, however, that if any provision of any series of Securities shall conflict with any provision
of this Section, the provision of such series of Securities shall govern.


 


SECTION 3.02. Notice of Redemption, Selection
of Securities.


 


In case the Company shall desire to exercise the
right to redeem all or, as the case may be, any part of a series of Securities pursuant to Section 3.01, it shall fix a date for
redemption. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company, or,
at the Company’s request, by the Trustee in the name and at the expense of the Company. The Company or the Trustee, as the
case may be, shall give notice of such redemption, in the manner and to the extent set forth in Section 15.04, on that date prior
to the date fixed for a redemption to the holders of such Securities so to be redeemed, as a whole or in part, (a) as set forth
in Board Resolutions, as described in Section 2.03, or (b) as determined by the Chief Executive Officer, the Chief Financial Officer,
the Treasurer or the Controller of the Company (each, an “Authorized Officer”) and evidenced by the preparation of
an offering document or an Officer’s Certificate specifying the period of notice of such redemption. If the Board Resolutions
or an Authorized Officer do not specify a period of notice of such redemption, the Company or the Trustee, as the case may be,
shall give notice of such redemption, in the manner and to the extent set forth in Section 15.04, at least 10 Business Days and
not more than 60 calendar days prior to the date fixed for a redemption to the holders of such Securities so to be redeemed as
a whole or in part. Notice given in such manner shall be conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice or any defect in the notice to the holder of any such Security designated
for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other such Security.
If the Company requests the Trustee to give any notice of redemption, it shall make such request at least ten days prior to the
designated date for delivering such notice, unless a shorter period is satisfactory to the Trustee.


 


Each such notice of redemption shall specify the
date fixed for redemption, the redemption price at which such Securities are to be redeemed, the CUSIP numbers of such Securities,
the Place of Payment where such Securities, together, in the case of Bearer Securities, with all coupons appertaining thereto,
if any, maturing after the date of redemption, are to be surrendered for payment of the redemption prices, that payment will be
made upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as
specified in the notice, and that on and after the date interest thereon or on the portions thereof to be redeemed will cease to
accrue. If less than all of a series is to be redeemed, the notice of redemption shall specify the numbers of the Securities to
be redeemed. In case any Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that, upon surrender of such Security, a


 




    	 	20	 



     


    

 


new Security or Securities of the same series
in principal amount equal to the unredeemed portion thereof will be issued.


 


On or before the redemption date specified in
the notice of redemption given as provided in this Section, the Company will deposit in trust with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the redemption date all the Securities or portions of Securities so called
for redemption at the appropriate redemption price, together with accrued interest, if any, to the date fixed for redemption. If
less than all of a series of Securities is to be redeemed, the Company will give the Trustee adequate written notice at least 45
days in advance (unless a shorter notice shall be satisfactory to the Trustee) as to the aggregate principal amount of Securities
to be redeemed.


 


If less than all the Securities of a series are
to be redeemed, the Trustee shall select, pro rata or by lot or in such other manner is it shall deem appropriate and fair, not
more than 60 days prior to the date of redemption, the numbers of such Securities Outstanding not previously called for redemption,
to be redeemed in whole or in part. The portion of principal of Securities so selected for partial redemption shall be equal to
the minimum authorized denomination for Securities of that series or any integral multiple thereof. The Trustee shall promptly
notify the Company of the Securities to be redeemed. If, however, less than all the Securities of a series having differing issue
dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular
Securities of such series to be redeemed and shall notify the Trustee in writing at least 45 days prior to the relevant redemption
date.


 


SECTION 3.03. Payment of Securities Called
for Redemption.


 


If notice of redemption has been given as above
provided, the Securities or portions of Securities with respect to which such notice has been given shall become due and payable
on the date and at the place stated in such notice at the applicable redemption price, together with any interest accrued to the
date fixed for redemption, and on and after that date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to that date) interest on such Securities or portions of Securities so called
for redemption shall cease to accrue and the coupons, if any, for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. On presentation and surrender of such Securities subject to redemption
at the Place of Payment and in the manner specified in such notice, together with all coupons, if any, appertaining thereto and
maturing after the date specified in such notice for redemption, such Securities or the specified portions thereof shall be paid
and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption;
provided, that installments of interest on Bearer Securities whose stated maturity date is on or prior to the date of redemption
shall be payable only at an office or agency located outside the United States and its possessions (except as otherwise provided
in Section 4.02) and, unless otherwise specified as contemplated by Section 2.03, only upon presentation and surrender of coupons
for such interest; and provided, further, that unless otherwise specified as contemplated by Section 2.03, installments of interest
on Registered Securities whose stated maturity date is on or prior to the date of redemption shall be payable to the holders of
such Registered Securities, or


 




    	 	21	 



     


    

 


one or more predecessor Securities, registered
as such at the close of business on the relevant record dates according to their terms and the provisions of Section 2.05.


 


At the option of the Company, payment with respect
to Registered Securities may be made by check to the holders of such Securities or other persons entitled thereto against presentation
and surrender of such Securities.


 


If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant coupons maturing after the date of redemption, such Security may be paid after deducting
from the redemption price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon
or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require
to save each of them and any paying agent harmless. If thereafter the holder of such Security shall surrender to the Trustee or
any paying agent any such missing coupon in respect of which a deduction shall have been made from the redemption price, such holder
shall be entitled to receive the amount so deducted; provided, that interest represented by coupons shall be payable only at an
office or agency located outside the United States and its possessions (except as otherwise provided in Section 4.02) and, unless
otherwise specified as contemplated by Section 2.03, only upon presentation and surrender of those coupons.


 


Any Security (including any coupons appertaining
thereto) that is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the holder thereof or such holder’s attorney duly authorized in writing), and upon such presentation, the Company shall
execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the principal of the Security so presented. If a temporary global Security or permanent global Security is so surrendered,
such new Security so issued shall be a new temporary global Security or permanent global Security, respectively.


 


SECTION 3.04. Redemption Suspended During
Event of Default.


 


The Trustee shall not redeem any Securities (unless
all Securities then outstanding are to be redeemed) or commence the giving of any notice of redemption of Securities during the
continuance of any Event of Default of which a Responsible Officer of the Trustee has actual knowledge or notice, except that where
the giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem such Securities,
provided funds are deposited with it for such purpose. Except as aforesaid, any moneys theretofore or thereafter received by the
Trustee shall, during the continuance of such Event of Default, be held in trust for the benefit of the securityholders and applied
in the manner set forth in Section 6.06; provided, that in case such Event of Default shall have been waived as provided herein
or otherwise cured, such moneys shall thereafter be held and applied in accordance with the provisions of this Article.


 




    	 	22	 



     


    

 


Article
4

PARTICULAR COVENANTS OF THE COMPANY


 


SECTION 4.01. Payment of Principal, Premium
and Interest.


 


The Company will duly and punctually pay or cause
to be paid the principal of (and premium, if any, on) and any interest on each of the Securities of a series at the place, at the
respective times and in the manner provided in the terms of the Securities, any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 2.03(b) with respect to any series of Securities, any interest due on and
any Additional Amounts payable in respect of Bearer Securities on or before maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature.


 


SECTION 4.02. Offices for Notices and Payments,
etc.


 


If Securities of a series are issuable only as
Registered Securities, the Company will maintain in each Place of Payment for such series an office or agency where Securities
of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain (a) in the Borough
of Manhattan, The City of New York (or in such other place or places in the United States as the Company may designate from time
to time by Company Order delivered to the Trustee), an office or agency where any Registered Securities of that series may be presented
or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented
or surrendered for payment in the circumstances described below (and not otherwise), (b) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the United States and its possessions, an office or agency
where Securities of that series and related coupons may be presented and surrendered for payment; provided, that if the Securities
of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland, Limited, the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and its possessions and such stock exchange shall
so require, the Company will maintain a paying agent for the Securities of that series in London, Luxembourg or any other required
city located outside the United States and its possessions, as the case may be, so long as the Securities of that series are listed
on such exchange, and (c) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is
located outside the United States and its possessions, an office or agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.


 




    	 	23	 



     


    

 


The Company will give to the Trustee notice of
the location of each such office or agency and of any change in the location thereof. In case the Company shall fail to maintain
any such office or agency as required, or shall fail to give such notice of the location or of any change in the location thereof,
presentations and surrenders of Securities of that series may be made and notices and demands may be served at the principal corporate
trust office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and surrendered
for payment at any paying agent for such series located outside the United States and its possessions or, if none have been so
appointed, then at the London office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands.


 


No payment of principal, premium or interest on
Bearer Securities shall be made at any office or agency of the Company in the United States or its possessions or by check mailed
to any address in the United States or its possessions or by transfer to any account maintained with a financial institution located
in the United States or its possessions; provided, that, if the Securities of a series are denominated and payable in Dollars,
payment of principal of (and premium, if any) and any interest on any Bearer Security shall be made at the office of the Company’s
paying agent in the Borough of Manhattan, The City of New York (or in such other place or places in the United States as the Company
may designate from time to time by Company Order delivered to the Trustee), if (but only if) payment in Dollars of the full amount
of such principal, premium, interest or Additional Amounts, as the case may be, at all offices or agencies outside the United States
and its possessions maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded
by exchange controls or other similar restrictions.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above
for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee and the holders of any
such designation or rescission and of any change in the location of any such other office or agency.


 


The Company hereby initially designates the
principal corporate trust office of [____________________] as the office of the Company in the Borough of Manhattan,
The City of New York where Registered Securities may be presented for payment, for registration of transfer and for exchange
as in this Indenture provided and where notices and demands to or upon the Company in respect of the Securities or of this
Indenture may be served.


 


SECTION 4.03. Provisions as to Paying Agent.


 


(a)          Whenever
the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such
paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:


 




    	 	24	 



     


    

 


(1)         that
it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the
Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such
series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed
of as herein provided and will notify the Trustee of the receipt of sums to be so held;


 


(2)         that
it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make
any payment of the principal of (or premium, if any, on) or any interest on the Securities of such series when the same shall be
due and payable; and


 


(3)         that
at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay
to the Trustee all sums so held in trust by such paying agent.


 


(b)          If
the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or
any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto
a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such
persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action.


 


(c)          Whenever
the Company shall have one or more paying agents with respect to a series of Securities, it will, on or prior to each due date
of the principal of (and premium, if any, on) or any interest on, any Securities, deposit with a paying agent a sum sufficient
to pay the principal (and premium, if any) or any interest, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.


 


(d)          Anything
in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the
Trustee, such paying agent shall be released from all further liability with respect to such money.


 


(e)          Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to
the provisions of Section 12.03 and Section 12.04.


 


SECTION 4.04. Statement as to Compliance.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company, commencing with the fiscal year ending in the year during which the
first series of Securities is issued hereunder (but in no event more than one year from the


 




    	 	25	 



     


    

 


issuance of the first series hereunder), a written
statement signed by the Chief Executive Officer, President or other principal executive officer and by the Treasurer or other principal
financial officer or principal accounting officer of the Company, stating, as to each signer thereof, that:


 


(a)          a
review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision;
and


 


(b)          to
the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him
and the nature and status thereof.


 


SECTION 4.05. Corporate Existence.


 


Subject to the provisions of Article 11, the Company
will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises and the corporate existence and rights (charter and statutory) and franchises of its Subsidiaries;
provided, that except as set forth in Section 4.06 below, the Company shall not be required to, or to cause any Subsidiary to,
preserve any right or franchise or to keep in full force and effect the corporate existence of any Subsidiary if the Company shall
determine that the keeping in existence or preservation thereof is no longer desirable in or consistent with the conduct of the
business of the Company.


 


SECTION 4.06. Ownership of Material Subsidiary
Stock.


 


Except as otherwise specified with respect to
a series of Securities in accordance with the provisions of Section 2.1 and subject to the provisions of Article XI, so long as
any of the Securities are outstanding, the Company:


 


(a)          will
not, nor will it permit the Material Subsidiary to, directly or indirectly, sell, assign, pledge, transfer or otherwise dispose
of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock
of the Material Subsidiary, nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible
into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each
case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material
Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease
to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary; and


 


(b)          will
not permit the Material Subsidiary to:


 


(1)         merge
or consolidate with or into any corporation or other Person, unless the Company is the surviving corporation or Person, or unless,
upon consummation of the merger or consolidation, the Company will own, directly or indirectly, at least 80% of the surviving corporation’s
issued and outstanding Voting Stock;


 




    	 	26	 



     


    

 


(2)         lease,
sell, assign or transfer all or substantially all of its properties and assets to any Person (other than the Company), unless,
upon such sale, assignment or transfer, the Company will own, directly or indirectly, at least 80% of the issued and outstanding
Voting Stock of that Person; or


 


(3)         pay
any dividend in Voting Stock of a Material Subsidiary or make any other distribution in Voting Stock of a Material Subsidiary,
unless the Material Subsidiary to which the transaction relates, after obtaining any necessary regulatory approvals, unconditionally
guarantees payment of the principal and any premium and interest on the Securities.


 


Notwithstanding the foregoing, any such sale,
assignment, pledge or transfer of securities, any such merger or consolidation or any such lease, sale, assignment, pledge or transfer
of properties and assets shall not be prohibited if: (A) required by law, such lease, sale, assignment or transfer of securities
is made to any Person for the purpose of the qualification of such Person to serve as a director; (B) such lease, sale, assignment
or transfer of securities is made by the Company or any of its Subsidiaries acting in a fiduciary capacity for any Person other
than the Company or any Subsidiary; (C) made in connection with the consolidation of the Company with or the sale, lease or conveyance
of all or substantially all of the assets of the Company to, or merger of the Company with or into any other Person (as to which
Article XI of this Indenture shall apply); or (D) required as a condition imposed by any law or any rule, regulation or order of
any governmental agency or authority to the acquisition by the Company, directly or indirectly, through purchase of stock or assets,
merger, consolidation or otherwise, of any Person; provided, that, in the case of (D) only, after giving effect to such
disposition and acquisition, (y) at least 80% of the issued and outstanding Voting Stock of such Person will be owned, directly
or indirectly, by the Company and (z) the consolidated assets of the Company will be at least equal to 70% of the consolidated
assets of the Company prior thereto; and nothing in this Section 4.06 shall prohibit the Company or the Material Subsidiary from
the sale or transfer of assets pursuant to any securitization transaction or the pledge of any assets to secure borrowings incurred
in the ordinary course of business, including, without limitation, deposit liabilities, mortgage escrow funds, reverse repurchase
agreements, Federal Home Loan Bank of Dallas, recourse obligations incurred in connection with the Material Subsidiary’s
lending activities and letters of credit.


 


SECTION 4.07. Waiver of Covenants.


 


The Company may omit in any particular instance
to comply with any covenant or condition set forth herein if before or after the time for such compliance the holders of a majority
in principal amount of the Securities of all series affected thereby then Outstanding shall either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.


 




    	 	27	 



     


    

 


Article
5

SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


SECTION 5.01. Securityholder Lists.


 


The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee (1) semiannually, not later than January 15 and July 15 in each year, when any
Securities of a series are Outstanding, a list, in such form as the Trustee may reasonably require, of all information in the possession
or control of the Company as to the names and addresses of the holders of such Registered Securities as of such date, and (2) at
such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list,
in such form as the Trustee may reasonably require, of all information in the possession or control of the Company as to the names
and addresses of the holders of Registered Securities of a particular series specified by the Trustee as of a date not more than
15 days prior to the time such information is furnished; provided, that if and so long as the Trustee shall be the Security Registrar
with respect to such series, such list shall not be required to be furnished.


 


SECTION 5.02. Preservation and Disclosure
of Lists.


 


(a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the
holders of each series of Securities contained in the most recent list furnished to it as provided in Section 5.01 or received
by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 5.01
upon receipt of a new list so furnished.


 


(b)          Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other securityholders with respect to their rights
under this Indenture or under the Securities. The Company, the Trustee, the Security Registrar and anyone else shall have the protection
of Section 312(c) of the Trust Indenture Act with respect to the sending of any material pursuant to a request made pursuant to
Section 312(b) of the Trust Indenture Act.


 


SECTION 5.03. Reports by the Company.


 


The Company covenants so long as Securities are
Outstanding:


 


(a)          to
file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports that
may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;


 




    	 	28	 



     


    

 


(b)          to
file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission,
such additional information, documents, and reports with respect to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to time by such rules and regulations; and


 


(c)          to
transmit by mail to all the holders of Registered Securities of each series, as the names and addresses of such holders appear
on the registry books, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company with respect to each such series pursuant to subsections (a) and (b) of this Section
as may be required by rules and regulations prescribed from time to time by the Commission.


 


SECTION 5.04. Reports by the Trustee.


 


(a)          On
or about [________________, _______], so long as any Securities are outstanding hereunder and if there has been any change in the
following, the Trustee shall transmit by mail, first class postage prepared, to the securityholders, as their names appear upon
the Security Register, a brief report dated as of the preceding [________________, _______], if and to the extent required under
Section 313(a) of the Trust Indenture Act, detailing certain events that occurred within the previous 12 months.


 


(b)          The
Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.


 


(c)          A
copy of each such report shall, at the time of such transmission to securityholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to
notify the Trustee when any Securities become listed on any stock exchange.


 


Article
6

REMEDIES


 


SECTION 6.01. Events of Default; Acceleration
of Maturity.


 


In case one or more of the following Events of
Default with respect to a particular series shall have occurred and be continuing:


 


(a)          default
in (i) the payment of the principal of (or premium, if any, on) any of the Securities of such series as and when the same shall
become due and payable either at maturity, upon redemption, by declaration or otherwise or (ii) any payment required by any sinking
or analogous fund established with respect to that series; or


 


(b)          default
in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and
payable, and continuance of such default for a period of 90 days; or


 







    	 	29	 



     


    

 


(c)          failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained
in the Securities or in this Indenture for a period of 90 days after the date on which written notice of such failure, requiring
the Company to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders
of at least 25% in aggregate principal amount of the Securities of that series at the time Outstanding; or


 


(d)          a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or the Material Subsidiary
in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any Material Subsidiary
or for any substantial part of their respective property, or ordering the winding-up or liquidation of its affairs and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(e)          the
Company or the Material Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law,
or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Company or the Material Subsidiary or for any substantial part of their respective property, or shall
make any general assignment for the benefit of creditors; or


 


(f)           any
other Event of Default provided with respect to Securities of that series;


 


then, if an Event of Default described in clause
(a), (b), (c), or (f) shall have occurred and be continuing, and in each and every such case, unless the principal amount of all
the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by securityholders) may declare the principal amount of all the Securities (or, with respect to Original
Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities) of that series to be due and
payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in
this Indenture or in the Securities of such series contained to the contrary notwithstanding; or, if an Event of Default described
in clause (d) or (e) shall have occurred and be continuing, and in each and every such case, unless the principal of all the Securities
of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal
amount of all the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by securityholders), may declare the principal of all the Securities (or, with respect to Original Issue Discount Securities,
such lesser amount as may be specified in the terms of such Securities) to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities contained to the
contrary notwithstanding.


 




    	 	30	 



     


    

 


SECTION 6.02. Rescission and Annulment


 


The provisions in Section 6.01 are subject to
the condition that if, at any time after the principal of the Securities of any one or more of all series, as the case may be,
shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of such series or of all the Securities, as the case may be, and the principal
of (and premium, if any, on) all Securities of such series or of all the Securities, as the case may be (or, with respect to Original
Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities), which shall have become due
otherwise than by acceleration (with interest upon such principal and premium, if any) and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest specified
in the Securities of such series or all Securities, as the case may be (or, with respect to Original Issue Discount Securities,
at the rate specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption or acceleration
of such series, as the case may be), to the date of such payment or deposit, and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith, and any and all defaults under the Indenture, other than
the non-payment of the principal of Securities that has become due by acceleration, shall have been remedied; then and in every
such case the holders of a majority in aggregate principal amount of the Securities of such series (or of all the Securities, as
the case may be) then Outstanding, by written notice to the Company and to the Trustee, may waive all defaults with respect to
that series or with respect to all Securities, as the case may be in such case, treated as a single class and rescind and annul
such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent
default or shall impair any right consequent thereon.


 


In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission and annulment
or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee
and the securityholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and
all rights, remedies and powers of the Company, the Trustee and the securityholders, as the case may be, shall continue as though
no such proceedings had been taken.


 


SECTION 6.03. Collection of Indebtedness
and Suits for Enforcement by Trustee.


 


The Company covenants that if


 


(a)          default
is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default
continues for a period of 90 days, or


 


(b)          default
is made in the payment of the principal or premium, if any, of any Security at the maturity thereof, including any maturity occurring
by reason of a call for


 




    	 	31	 



     


    

 


redemption or otherwise, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the holders of such Securities and any coupons appertaining thereto, the whole
amount that shall have become due and payable on such Securities and coupons for principal or premium, if any, and interest, with
interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the rate borne by such Securities; and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, and may prosecute such proceedings to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon the Securities, wherever situated.


 


If an Event of Default occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the securityholders by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.


 


SECTION 6.04. Trustee May File Proofs of
Claim.


 


In the case of the pendency of a receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of principal and premium, if any, and any interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the holders of Securities and coupons allowed in such judicial proceeding; and


 


(b)          to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and any receiver, assignee, trustee, liquidator
or sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each holder of Securities and
coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to


 




    	 	32	 



     


    

 


the making of such payments directly to the holders
of Securities and coupons, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06. To the extent that
such payment of reasonable compensation, expenses, disbursements, advances and other amounts out of the estate in any such proceedings
shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, moneys, securities and other property which the holders of the Securities and coupons may be entitled to receive in
such proceedings, whether in liquidation or under any plan or reorganization or arrangements or otherwise.


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of the holder of a Security or a coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or coupons or the rights of any holder thereof, or to authorize
the Trustee to vote in respect of the claim of any holder of a Security or a coupon in any such proceeding.


 


SECTION 6.05. Trustee May Enforce Claims
Without Possession of Securities or Coupons.


 


All rights of action and claims under this Indenture
or the Securities or coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Securities
and coupons in respect of which such judgment has been recovered.


 


SECTION 6.06. Application of Money Collected.


 


Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal or premium, if any, or any interest, upon presentation of the Securities or coupons, or both,
as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due the Trustee
under Section 7.06;


 


SECOND: To the payment of all senior Indebtedness
of the Company if and to the extent required by Article 16;


 


THIRD: To the payment of the amounts then due
and unpaid upon the Securities for principal of and premium, if any, and any interest on the Securities and coupons, in respect
of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities and coupons, for principal and any interest, respectively; and


 


FOURTH: To the Company or its successors or assigns,
or to whomsoever may be lawfully entitled to receive the same.


 




    	 	33	 



     


    

 


SECTION 6.07. Limitation on Suits.


 


No holder of any Security of any series or any
related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(1)         such
holder has previously given written notice to the Trustee of a continuing Event of Default;


 


(2)         the
holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)         such
holder or holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;


 


(4)         the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceedings;
and


 


(5)         no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority
in principal amount of the Outstanding Securities;


 


it being understood and intended that no one or
more such holders of Securities shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such holders of Securities or to obtain or to seek to obtain
priority or preference over any other of such holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such holders of Securities.


 


SECTION 6.08. Unconditional Right of Securityholders
to Receive Principal and Interest.


 


Notwithstanding any other provision in this Indenture,
the holder of any Security or coupon shall have the right, which is absolute and unconditional, to receive payment of the principal
of and premium, if any, and (subject to Section 2.05 and Section 3.02) any interest on such Security or payment of such coupon
on the respective stated maturities expressed in such Security or coupon (or, in the case of redemption, on the redemption date)
and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such
holder.


 


SECTION 6.09. Restoration of Rights and Remedies.


 


If the Trustee or any holder of a Security or
coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such holder, then and in every such case the
Company, the Trustee and the holders of Securities and coupons shall, subject to any determination in such proceeding, be restored
severally and respectively to


 




    	 	34	 



     


    

 


their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the holders shall continue as though no such proceeding has been instituted.


 


SECTION 6.10. Rights and Remedies Cumulative.


 


Except as provided in Section 2.09, no right or
remedy herein conferred upon or reserved to the Trustee or to the holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


SECTION 6.11. Delay or Omission Not Waiver.


 


No delay or omission of the Trustee or of any
holder of any Security or coupon to exercise any right or remedy accruing upon any Default shall impair any such right or remedy
or constitute a waiver of any such Default or any acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the holders of Securities or coupons may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the holders of Securities or coupons, as the case may be.


 


SECTION 6.12. Control by Securityholders.


 


The holders of a majority in principal amount
of Outstanding Securities of each series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that


 


(1)         such
direction shall not be in conflict with any statute, rule of law or with this Indenture;


 


(2)         the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and


 


(3)         the
Trustee need not take any action which it in good faith determines might involve it in personal liability or be unjustly prejudicial
to the securityholders not consenting.


 


Upon receipt by the Trustee of any such direction
with respect to Securities of a series all or part of which is represented by a temporary global Security or a permanent global
Security, the Trustee shall establish a record date for determining holders of Outstanding Securities of such series entitled to
join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The
holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such direction,
whether or not such holders remain holders after such record date, provided that, unless such majority in principal amount shall
have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further
action by any holder be


 




    	 	35	 



     


    

 


cancelled and of no further effect. Nothing in
this paragraph shall prevent a holder, or a proxy of a holder, from giving, after expiration of such 90-day period, a new direction
identical to a direction which has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 6.12.


 


SECTION 6.13. Waiver of Past Defaults.


 


The holders of a majority in principal amount
of the Securities of each series at the time Outstanding may, on behalf of the holders of all the Securities of that series and
any coupons appertaining thereto, waive any past default hereunder and its consequences, except a default:


 


(1)         in
the payment of the principal of, premium, if any, or any interest on any Security; or


 


(2)         in
respect of a covenant or provision hereof that pursuant to Article 10 cannot be modified or amended without the consent of the
holder of each Outstanding Security affected.


 


Upon any such waiver, such default shall cease
to exist, and any Default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture,
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


SECTION 6.14. Undertaking for Costs.


 


All parties to this Indenture agree, and each
holder of any Security or coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted
by any holder, or group of holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any holder of any Securities or coupons for the enforcement of the payment of the principal
of, premium, if any, or any interest on any Security or the payment of any coupon on or after the respective stated maturities
expressed in such Security or coupon (or, in the case of redemption, on or after the redemption date, except, in the case of a
partial redemption, with respect to the portion not so redeemed).


 


SECTION 6.15. Waiver of Stay or Extension
Laws.


 


The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension laws wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the


 




    	 	36	 



     


    

 


extent that it may lawfully do so) hereby expressly
waives all benefits or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Article
7

CONCERNING THE TRUSTEE


 


SECTION 7.01. Duties and Responsibilities
of Trustee.


 


(a)          The
Trustee, prior to the occurrence of an Event of Default of a particular series and after the curing of all Events of Default of
such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the
Trustee. In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture.


 


(b)          In
case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise
with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.


 


(c)          No
provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


(1)         prior
to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with
respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be
determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee;


 


(2)         the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, unless it shall
be proved that the Trustee was negligent in ascertaining the pertinent facts; and


 


(3)         the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of Securities pursuant to Section 6.12 relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.


 




    	 	37	 



     


    

 


(d)          No
provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any
personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.


 


SECTION 7.02. Reliance on Documents, Opinions,
etc.


 


Subject to the provisions of Section 7.01:


 


(a)          the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


 


(b)          any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to
the Trustee by a copy thereof certified by the Secretary or any Assistant Secretary of the Company; and whenever in the administration
of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers’ Certificate;


 


(c)          the
Trustee may consult with counsel and the written advice of such counsel and any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(d)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the holders of any Securities or any related coupons pursuant to the provisions of this Indenture, unless
such holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which
might be incurred therein or thereby;


 


(e)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or documents,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney;


 


(f)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; and


 




    	 	38	 



     


    

 


(g)          the
Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Indenture.


 


SECTION 7.03. No Responsibility for Recitals,
etc.


 


The recitals contained herein and in the Securities,
other than the Trustee’s certificate of authentication, and in any coupons shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities or coupons, provided that the Trustee shall not be relieved of its duty to
authenticate Securities only as authorized by this Indenture. The Trustee shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.


 


SECTION 7.04. Ownership of Securities.


 


The Trustee, any authenticating agent, any paying
agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons with the same rights it would have if it were not Trustee, authenticating
agent, paying agent, Security Registrar or such other agent of the Company or of the Trustee.


 


SECTION 7.05. Moneys to be Held in Trust.


 


Subject to the provisions of Section 12.04 hereof,
all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither
the Trustee nor any paying agent shall be under any liability for interest on any moneys received by it hereunder except such as
it may agree in writing with the Company to pay thereon.


 


SECTION 7.06. Compensation and Expenses of
Trustee.


 


The Company covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as
the Company and the Trustee shall from time to time agree in writing (which to the extent permitted by law shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided,
the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. If any property other than cash shall at any time be subject to the lien
of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction
or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances
for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company
also covenants to indemnify the Trustee for, and to


 




    	 	39	 



     


    

 


hold it harmless against, any and all loss, damage,
claims, liability or expense, including taxes (other than taxes based upon, measured or determined by, the income of the Trustee)
incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses of defending itself against any claim of liability. The obligations of the Company
under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien
prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities.


 


To secure the Company’s obligations under
this Section, the Trustee shall have a senior claim to which the Securities are hereby made subordinate on all money or property
held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on
particular Securities.


 


When the Trustee incurs expenses or renders services
after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration
under any bankruptcy law.


 


SECTION 7.07. Officer’s Certificate
as Evidence


 


Subject to the provisions of Section 7.01, whenever
in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence
or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.


 


SECTION 7.08. Disqualifications; Conflicting
Interest of Trustee.


 


If the Trustee has or shall acquire any “conflicting
interest” within the meaning of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.


 


SECTION 7.09. Eligibility of Trustee.


 


There shall at all times be a Trustee hereunder
which shall be a corporation organized and doing business under the laws of the United States or of any State or Territory thereof
or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers, (b) is subject to supervision
or examination by federal, state, territorial or District of Columbia authority, (c) shall have at all times a combined capital
and surplus of not less than $5,000,000 and (d) shall not be the Company or any person directly or indirectly controlling, controlled
by, or under common control with the Company. If such corporation publishes reports of condition at least annually, pursuant to
law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation at any time shall be deemed to be its combined capital


 




    	 	40	 



     


    

 


and surplus as set forth in its most recent report
of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.


 


SECTION 7.10. Resignation or Removal of Trustee.


 


(a)          The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series by giving
written notice of resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor
trustee with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(b)          In
case at any time any of the following shall occur:


 


(1)         the
Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 with respect to any series of Securities after
written request therefor by the Company or by any securityholder who has been a bona fide holder of a Security or Securities of
such series for at least six months, or


 


(2)         the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 with respect to any series of Securities and
shall fail to resign after written request therefor by the Company or by any such securityholder, or


 


(3)         the
Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Company
may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee with respect to such
series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.14, any securityholder
of such series who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


(c)          The
holders of a majority in aggregate principal amount of the Securities of all series (voting as one class) at the time Outstanding
may at any time remove the Trustee with respect to Securities of all series and appoint a successor trustee with respect to the
Securities of all series.


 




    	 	41	 



     


    

 


(d)          Any
resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section
shall become effective upon the appointment of a successor trustee and the acceptance of appointment by the successor trustee as
provided in Section 7.11.


 


SECTION 7.11. Acceptance by Successor Trustee.


 


Any successor trustee appointed as provided in
Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the predecessor
trustee shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the predecessor trustee. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm
to such successor trustee all such rights and powers. Any trustee, including the initial Trustee, ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions
of Section 7.06.


 


In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor
trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall
continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each
such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such trustee.


 


No successor trustee shall accept appointment
as provided in this Section unless at the time of such acceptance such successor trustee shall be qualified and eligible under
the provisions of this Article 7.


 


Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all holders of
Securities of any applicable series as the names and addresses of such holders shall appear on the registry books. If the Company
fails to mail such notice in the prescribed manner within ten days after the acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be so mailed at the expense of the Company.


 




    	 	42	 



     


    

 


SECTION 7.12. Successor by Merger, etc.


 


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be qualified and eligible under
the provisions of this Article 7, without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated
such Securities.


 


SECTION 7.13. Limitations on Rights of Trustee
as Creditor.


 


The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee
who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.


 


SECTION 7.14. Notice of Default.


 


Within 90 days after the occurrence of any default
on a series of Securities hereunder, the Trustee shall transmit to all securityholders of that series, in the manner and to the
extent provided in Section 15.04, notice of such default hereunder known to the Trustee, unless such default shall have been cured
or waived; provided, that except in the case of a default in the payment of the principal of or interest on any Security or on
the payment of any sinking or purchase fund installment, the Trustee shall be protected in withholding such notice if and so long
as the trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of
such notice is in the interests of the security-holders; and provided , further , that in the case of any default of the character
specified in clause (c) of Section 6.01 no such notice to securityholders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of such series.


 


SECTION 7.15. Appointment of Authenticating
Agent.


 


The Trustee may appoint an authenticating agent
or agents (which may be an affiliate or affiliates of the Company) with respect to one or more series of Securities which shall
be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 2.09, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to




    	 	43	 



     


    

 


include authentication and delivery on behalf
of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating
agent. Each authenticating agent shall be acceptable to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, which
(a) is authorized under such laws to exercise corporate trust powers or to otherwise act as authenticating agent, (b) is subject
to supervision or examination by federal, state, territorial or District of Columbia authority, and (c) shall have at all times
a combined capital and surplus of not less than $5,000,000. If such authenticating agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such authenticating agent shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an authenticating agent shall cease to be eligible in accordance
with the provisions of this Section, such authenticating agent shall resign immediately in the manner and with the effect specified
in this Section.


 


Any corporation into which an authenticating agent
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such authenticating agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business
of such authenticating agent, shall continue to be an authenticating agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or such authenticating
agent.


 


An authenticating agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an authenticating
agent by giving written notice thereof to such authenticating agent and to the Company. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor authenticating agent which shall be acceptable to the Company and
shall promptly give notice of such appointment to all holders of Securities in the manner and to the extent provided in Section
15.04. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating
agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay to each authenticating
agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 7.06.


 


If an appointment with respect to one or more
series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:


 




    	 	44	 



     


    

 


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


 


	 	[  ],	 
	 	as Trustee	 
	 	By:	 	 
	 	Authorized Signatory	 


 


If all of the Securities of a series may not be
originally issued at one time, and the Trustee does not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested by the Company in writing, shall appoint in accordance with this Section an authenticating agent (which,
if so requested by the Company, shall be such affiliate of the Company) having an office in a Place of Payment designated by the
Company with respect to such series of Securities, provided that the terms and conditions of such appointment are acceptable to
the Trustee.


 


Article
8

CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01. Action by Securityholders.


 


Whenever in this Indenture it is provided that
the holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action
(including the making of any demand or request, the giving of any authorization, notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders of such specified percentage have joined therein
may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by securityholders in person or by
agent or proxy appointed in writing, or (b) if Securities of a series are issuable as Bearer Securities, by the record of the holders
of Securities voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of securityholders
of such series duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of securityholders.


 


In determining whether the holders of a specified
percentage in aggregate principal amount of the Securities of any or all series have taken any action (including the making of
any demand or request, the giving of any authorization, direction, notice, consent or waiver or the taking of any other action),
(i) the principal amount of any Original Issue Discount Security that may be counted in making such determination and that shall
be deemed to be outstanding for such purposes shall be equal to the amount of the principal thereof that could be declared to be
due and payable upon an Event of Default pursuant to the terms of such Original Issue Discount Security at the time the taking
of such of such action is evidenced to the Trustee, and (ii) the principal amount of a Security denominated in a foreign currency
or currency unit shall be the U.S. dollar equivalent, determined as of the date of original issuance of such Security in accordance
with Section 2.03(b) hereof, of the principal amount of such Security.


 




    	 	45	 



     


    

  


SECTION 8.02. Proof of Execution by Securityholders.


 


Subject to the provisions of Section 7.01, Section
7.02 and Section 9.05, proof of the execution of any instrument by a securityholder or its agent or proxy, or of the holding by
any person of a Security, shall be sufficient and conclusive in favor of the Trustee and the Company if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.


 


The principal amount and serial numbers of Registered
Securities held by any person, and the date of holding the same, shall be proved by the Security Register. The principal amount
and serial numbers of Bearer Securities held by any person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such
person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved
by the certificate or affidavit of the person holding such Bearer Securities, if such certificate or affidavit is deemed by the
Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1)
another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer
Security is produced to the Trustee by some other person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The principal amount and serial numbers of Bearer Securities held
by any person, and the date of holding the same, may also be provided in any other manner which the Trustee deems sufficient.


 


The record of any securityholders’ meeting
shall be proved in the manner provided in Section 9.06.


 


SECTION 8.03. Who Are Deemed Absolute Owners.


 


Prior to due presentment of a Registered Security
for registration of transfer, the Company, the Trustee and any agent of the Company or of the Trustee may deem the person in whose
name such Registered Security shall be registered upon the Security Register to be, and may treat him as, the absolute owner of
such Registered Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon), for the purpose of receiving payment of or on account of the principal of (and premium, if any) and, subject
to the provisions of Section 2.05 and Section 2.07, any interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments
so made to any holder for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for moneys payable upon any such Security.


 


Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or of the Trustee may treat the bearer of
any Bearer Security and the bearer of any coupon as the owner of such Security or coupon for the purpose of receiving payment thereof
or on account thereof and for all other


 




    	 	46	 



     


    

 


purposes whatsoever, whether or not such Security
or coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.


 


Notwithstanding the foregoing, with respect to
any temporary or permanent global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company
or of the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Common Depositary
or a U.S. Depositary, as the case may be, or impair, as between a Common Depositary or a U.S. Depositary and holders of beneficial
interests in any temporary or permanent global Security, as the case may be, the operation of customary practices governing the
exercise of the rights of the Common Depositary or the U.S. Depositary as holder of such temporary or permanent global Security.


 


SECTION 8.04. Company-Owned Securities Disregarded.


 


In determining whether the holders of the required
aggregate principal amount of Securities have provided any request, demand, authorization, notice, direction, consent or waiver
under this Indenture, Securities which are owned by the Company or any other obligor on the
Securities, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company or any other obligor on the Securities, shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such request,
demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the
pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Securities and that the pledgee
is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company
or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.


 


SECTION 8.05. Revocation of Consents; Future
Securityholders Bound.


 


At any time prior to the taking of any action
by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with
such action, any holder of a Security, the identifying number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action, may, by filing written notice with the Trustee at its office and upon proof
of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action
taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of
such Security and of any Security issued upon registration of transfer of or in exchange or substitution therefor in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, irrespective of whether or not
any notation in regard thereto is made upon such Security. Any action taken by the holders of the percentage in aggregate principal
amount of the Securities specified in this Indenture in


 




    	 	47	 



     


    

 


connection with such action shall be conclusively
binding upon the Company, the Trustee and the holders of all the Securities.


 


SECTION 8.06. Record Date.


 


The Company may, but shall not be obligated to,
set a record date for purposes of determining the identity of holders of Securities of any series entitled to vote or consent to
any action by vote or consent or to otherwise take any action under this Indenture authorized or permitted by Section 6.12 and
Section 6.13 or otherwise under this Indenture. Such record date shall be the later of (i) the date 20 days prior to the first
solicitation of such consent or vote or other action and (ii) the date of the most recent list of holders of such Securities delivered
to the principal corporate trust office of the Trustee pursuant to Section 5.01 prior to such solicitation. If such a record date
is fixed, those persons who were holders of such Securities at the close of business on such record date shall be entitled to vote
or consent or take such other action, or to revoke any such action, whether or not such persons continue to be holders after such
record date, and for that purpose the Outstanding Securities shall be computed as of such record date.


 


Article
9

SECURITYHOLDERS’ MEETINGS


 


SECTION 9.01. Purposes of Meeting.


 


A meeting of holders of any or all series of Securities
may be called at any time and from time to time pursuant to the provisions of this Article for any of the following purposes:


 


(a)          to
give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to waive any default hereunder and
its consequences, or to take any other action authorized to be taken by securityholders pursuant to any of the provisions of Article
6;


 


(b)          to
remove the Trustee and appoint a successor trustee pursuant to the provisions of Article 7;


 


(c)          to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or


 


(d)          to
take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the
Securities of any or all series, as the case may be, under any other provision of this Indenture or under applicable law.


 


SECTION 9.02. Call of Meetings by Trustee.


 


The Trustee may at any time call a meeting of
security-holders of any or all series to take any action specified in Section 9.01, to be held at such time and at such place in
New York, New York or Bayonne, New Jersey as the Trustee shall determine. Notice of every meeting of the securityholders of any
or all series, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting,
shall be given in


 




    	 	48	 



     


    

 


the manner provided in Section 15.04 not less
than 20 nor more than 180 days prior to the date fixed for the meeting.


 


SECTION 9.03. Call of Meetings by Company
or Securityholders.


 


In case at any time the Company, pursuant to a
Board Resolution, or the holders of at least 10% in aggregate principal amount of the Securities of any or all series, as the case
may be, then Outstanding, shall have requested the Trustee to call a meeting of securityholders of any or all series to take any
action authorized in Section 9.01, by written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have provided notice of such meeting in the manner provided in Section 15.04 within 30 days
after receipt of such request, then the Company or the holders of such Securities in the amount above specified may determine the
time and the place in New York, New York or Bayonne, New Jersey for such meeting and may call such meeting by giving notice thereof
as provided in Section 9.02.


 


SECTION 9.04. Qualifications for Voting.


 


To be entitled to vote at any meeting of securityholders
a person shall be a holder of one or more Securities of such series Outstanding with respect to which a meeting is being held or
a person appointed by an instrument in writing as proxy by such a holder or holders. The only persons who shall be entitled to
be present or to speak at any meeting of the securityholders of any series shall be the persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


 


SECTION 9.05. Regulations.


 


Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for any meeting of securityholders of a series, in regard
to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it deems fit. Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Article 8 and the appointment of any proxy shall be proved in the manner
specified in Article 8 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Article 8 to certify to the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Article
8 or other proof.


 


The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by securityholders as
provided in Section 9.03, in which case the Company or the securityholders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of
the holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote.


 




    	 	49	 



     


    

 


Subject to the provisions of Section 8.01 and
Section 8.04, at any meeting each securityholder or proxy shall be entitled to one vote for each $1,000 (or the U.S. Dollar equivalent
thereof in connection with Securities issued in a foreign currency or currency unit) Outstanding principal amount of Securities
of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of
any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a securityholder
or proxy. Any meeting of securityholders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned
from time to time, and the meeting may be reconvened without further notice.


 


SECTION 9.06. Voting.


 


The vote upon any resolution submitted to any
meeting of securityholders shall be by written ballot on which shall be subscribed the signatures of the securityholders or proxies
and on which shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of
the Securities held or represented by them. The chairman of the meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of securityholders
shall be prepared by the secretary of the meeting and there shall be attached to the record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth
a copy of the notice of the meeting and showing that the notice was mailed as provided in Section 9.02. The record shall be signed
and verified by the chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other
to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.


 


Any record so signed and verified shall be conclusive
evidence of the matters therein stated.


 


Article
10

SUPPLEMENTAL INDENTURES


 


SECTION 10.01. Supplemental Indentures without
Consent of Securityholders.


 


Without the consent of any holders of Securities
or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as
in force at the date of the execution thereof) for one or more of the following purposes:


 


(a)          to
evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the
assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities;


 




    	 	50	 



     


    

 


(b)          to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall
consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance,
of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement
of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject
to such conditions as such supplemental indenture may provide;


 


(c)          to
add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for
Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form,
provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related
coupons in any material respect;


 


(d)          to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture
such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in
Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted;


 


(e)          to
modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become
effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture
that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;


 


(f)          to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective
or inconsistent with any other provisions contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage
or pledge any property to or with the Trustee; or to make such other provisions in regard to matters or questions arising under
this Indenture, provided such other provisions shall not adversely affect in any material respect the interests of the holders
of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration
of the trusts hereunder;


 


(g)          to
secure any series of Security; and


 


(h)          to
evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one
or more series and to add or change any provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, pursuant to Section 7.11.


 




    	 	51	 



     


    

 


The Trustee is hereby authorized to join with
the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which
may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee
unless and until the Trustee has duly executed and delivered the same.


 


SECTION 10.02. Supplemental Indentures with
Consent of Holders.


 


With the consent (evidenced as provided in Section
8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding
affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions
of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities of such series and any related coupons under this Indenture; provided, that no such
supplemental indenture shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium,
if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security
so affected, (2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of all Securities then Outstanding, (3) modify the subordination provisions in a
manner adverse to the holders of such Securities, or (4) modify any of the above provisions.


 


Upon the request of the Company, accompanied by
a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of securityholders as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture.


 


It shall not be necessary for the consent of the
securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.


 


Promptly after the execution by the Company and
the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the
manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture,
to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 




    	 	52	 



     


    

 


SECTION 10.03. Compliance with Trust Indenture
Act; Effect of Supplemental Indentures.


 


Any supplemental indenture executed pursuant to
the provisions of this Article 10 shall comply with the Trust Indenture Act, as then in effect. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 10 and subject to the provisions in any supplemental indenture relating to
the prospective application of such instrument, this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Securities theretofore or thereafter authenticated and delivered hereunder and of any coupons appertaining
thereto shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions
of this Indenture for any and all purposes.


 


The Trustee, subject to the provisions of Section
7.01 and Section 7.02, shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel as conclusive
evidence that any such supplemental indenture complies with the provisions of this Article 10.


 


SECTION 10.04. Notation on Securities.


 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture. New Securities of any series so modified as to conform,
in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental
indenture may be prepared by the Company, authenticated by the Trustee and delivered, without charge to the securityholders, in
exchange for the Securities of such series then Outstanding.


 


Article
11

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


SECTION 11.01. Company May Consolidate, etc.,
on Certain Terms.


 


The Company covenants that it will not merge into
or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation,
unless (1) either the Company shall be the continuing corporation, or the successor corporation (if other than the Company) shall
be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia
and such corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any, on) and any
interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants
and conditions of this Indenture to be performed by the Company by supplemental indenture satisfactory to the Trustee, executed
and delivered to the Trustee by such corporation, and (2) the Company or such successor corporation, as the case may be, shall
not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant
or condition.


 




    	 	53	 



     


    

 


SECTION 11.02. Successor Corporation Substituted.


 


In case of any such consolidation, merger, sale
or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted
for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of
the first part. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name
of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall make available for delivery any
Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication,
and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose.
All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued
at the date of the execution thereof.


 


In case of any such consolidation, merger, sale
or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued
as may be appropriate.


 


SECTION 11.03. Opinion of Counsel and Officers’
Certificate to be Given Trustee.


 


The Trustee shall receive an Opinion of Counsel
and Officers’ Certificate as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption,
complies with the provisions of this Article 11 and that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


Article
12

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS


 


SECTION 12.01. Discharge of Indenture.


 


If at any time


 


(a)          the
Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons,
if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii)
Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09,
(iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender
has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 4.03), or


 




    	 	54	 



     


    

 


(b)          all
such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within
one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance
with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered
to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid
all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect
with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject
to Section 15.05, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to
the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction
and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to
the Trustee under Section 7.06 shall survive.


 


The Company will deliver to the Trustee an Officers’
Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been complied with.


 


SECTION 12.02. Deposited Moneys to be Held
in Trust by Trustee.


 


Subject to the provisions of the last paragraph
of Section 4.03, all moneys deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Company acting as its own paying agent), to the persons entitled
thereto, of all sums due and to become due thereon for principal and interest (and premium, if any) for which payment of such money
has been deposited with the Trustee.


 


SECTION 12.03. Paying Agent to Repay Moneys
Held.


 


In connection with the satisfaction and discharge
of this Indenture with respect to Securities of any series and the payment of all amounts due to the Trustee under Section 7.06,
all moneys with respect to such Securities then held by any paying agent under the provisions of this Indenture shall, upon demand
of the Company, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability
with respect to such moneys.


 


SECTION 12.04. Return of Unclaimed Moneys.


 


Any moneys deposited with or paid to the Trustee
or any paying agent for the payment of the principal of (and premium, if any) or interest on any Security and not applied but


 




    	 	55	 



     


    

 


remaining unclaimed for two years after the date
upon which such principal (and premium, if any, on) or interest shall have become due and payable, shall be repaid to the Company
by the Trustee or such paying agent on demand, and the holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for any payment which such holder may be entitled to collect and all liability of the Trustee or any paying
agent with respect to such moneys shall thereupon cease.


 


Article
13

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


SECTION 13.01. Indenture and Securities Solely
Corporate Obligations.


 


No recourse under or upon any obligation, covenant
or agreement contained in this Indenture, or in any Security or coupon, or because of any indebtedness evidenced thereby, shall
be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company
or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the Securities or coupons by the holders thereof and as part
of the consideration for the issue of the Securities.


 


Article
14

DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 14.01. Applicability of Article.


 


Unless, as specified pursuant to Section 2.03(b),
provision is made that either or both of (a) defeasance of the Securities of a series under Section 14.02 and (b) covenant defeasance
of the Securities of a series under Section 14.03 shall not apply to the Securities of a series, then the provisions of such Section
14.02 and Section 14.03, together with Section 14.04 and Section 14.05, shall be applicable to the Outstanding Securities of all
series upon compliance with the conditions set forth below in this Article 14.


 


SECTION 14.02. Defeasance and Discharge.


 


Subject to Section 14.05, the Company may cause
itself to be discharged from its obligations with respect to the Outstanding Securities of any series on and after the date the
conditions precedent set forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter,
“defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of holders of Outstanding Securities of such series to receive, solely from the trust fund
described in Section 14.04 and as more fully set forth in such Section, payments of the principal of and any premium and interest
on such Securities when such


 




    	 	56	 



     


    

  


payments are due, (b) the Company’s obligations
with respect to such Securities under Section 2.07, Section 2.08, Section 2.09, Section 4.02 and Section 4.03 and such obligations
as shall be ancillary thereto, (c) the rights, powers, trusts, duties, immunities and other provisions in respect of the Trustee
hereunder, and (D) this Article 14. Subject to compliance with this Article 14, defeasance with respect to Securities of a series
by the Company is permitted under this Section 14.02 notwithstanding the prior exercise of its rights under Section 14.03 with
respect to the Securities of such series. Following a defeasance, payment of the Securities of such series may not be accelerated
because of an Event of Default.


 


SECTION 14.03. Covenant Defeasance.


 


The Company may cause itself to be released from
its obligations under any Sections applicable to Securities of a series that are determined pursuant to Section 2.03(b) to be subject
to this provision with respect to the Outstanding Securities of such series on and after the date the conditions precedent set
forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “covenant
defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series,
the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


SECTION 14.04. Conditions to Defeasance or
Covenant Defeasance.


 


The following shall be the conditions precedent
or, as specifically noted below, subsequent to application of either Section 14.02 or Section 14.03 to the Outstanding Securities
of such series:


 


(a)          The
Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such
Securities, (i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money
in an amount, or (c) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee to pay and discharge, (1) the principal of and any premium and interest on the Outstanding
Securities of such series to maturity or redemption, as the case may be, and (2) any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such series on the due dates thereof. Before such a deposit the Company may
make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article
3 which shall be given effect in applying the foregoing. For this purpose, “U.S. Government Obligations” means securities
that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or
(y) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America
the


 




    	 	57	 



     


    

 


payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such U.S. Government obligation or a specific payment of principal of or interest
on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt;


 


(b)          No
Default, or event that after notice or lapse of time, or both, would become a Default with respect to the Securities of such series,
shall have happened and be continuing (i) on the date of such deposit or (ii) insofar as Section 6.01(a) and Section 6.01(b) are
concerned, at any time during the period ending on the 123rd day after the date of such deposit or, if longer, ending on the day
following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood
that the condition in this clause (b) is a condition subsequent and shall not be deemed satisfied until the expiration of such
period);


 


(c)          Such
defeasance or covenant defeasance shall not (i) cause the Trustee for the Securities of such series to have a conflicting interest
as defined in Section 7.08 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (ii) result
in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment
Company Act of 1940, as amended;


 


(d)          Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or
any other agreement or instrument to which the Company is a party or by which it is bound;


 


(e)          Such
defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities
exchange under the Exchange Act to be delisted;


 


(f)          In
the case of a defeasance under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date
of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the holders of the Outstanding Securities of such series will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had not occurred;


 


(g)          In
the case of covenant defeasance under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income


 




    	 	58	 



     


    

 


tax purposes as a result of such covenant defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred;


 


(h)          Such
defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may
be imposed on the Company in connection therewith pursuant to Section 2.03(b); and


 


(i)          The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent and subsequent provided for in this Indenture relating to either the defeasance under Section 14.02 or the covenant defeasance
under Section 14.03, as the case may be, have been complied with.


 


SECTION 14.05. Deposited Money and U.S. Government
Obligations to be Held in Trust; Other Miscellaneous Provisions.


 


All money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 in respect of the Outstanding Securities of such series
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) as the
Trustee may determine, to the holders of such Securities of all sums due and to become due thereon in respect of principal and
any premium and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant
to Section 14.04 or the principal and interest received in respect thereof.


 


Anything herein to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations
held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent defeasance or covenant defeasance, provided that the Trustee shall not be required
to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph.


 


Anything herein to the contrary notwithstanding,
if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied
by the Trustee in accordance with this Section because of a court order or by operation of Article 16 or (ii) are for any reason
insufficient in amount, then the Company’s obligations to pay principal of and any premium and interest on the Securities
of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case,
the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated
to the extent the Company’s payment obligations are reinstated.


 




    	 	59	 



     


    

 


Article
15

MISCELLANEOUS PROVISIONS


 


SECTION 15.01. Benefits of Indenture Restricted
to Parties and Securityholders.


 


Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and
their successors and assigns and the holders of the Securities (and, with respect to the provisions of Article 16, the holders
of senior Indebtedness), any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and assigns
and the holders of the Securities (and, with respect to the provisions of Article 16, the holders of senior Indebtedness).


 


SECTION 15.02. Provisions Binding on Company’s
Successors.


 


All the covenants, stipulations, promises and
agreements in this Indenture contained by or in behalf of the Company shall bind its successors and assigns, whether so expressed
or not.


 


SECTION 15.03. Addresses for Notices, etc.,
to Company and Trustee.


 


Any notice or demand which by any provisions of
this Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities to or on the Company
may be given or served by postage prepaid first class mail addressed (until another address is filed by the Company with the Trustee),
as follows: BCB Bancorp, Inc., 104-110 Avenue C, Bayonne, New Jersey 07022, Attn: General Counsel. Any notice, direction, request
or demand by any securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes,
if given or made in writing at the principal corporate trust office of the Trustee as set forth in Section 4.02.


 


SECTION 15.04. Notice to Holders of Securities;
Waiver.


 


Except as otherwise expressly provided herein,
where this Indenture provides for notice of holders of Securities of any event,


 


(a)          such
notice shall be sufficiently given to holders of Registered Securities if in writing and mailed, first-class postage prepaid, to
each holder of a Registered Security affected by such event, at the address of such holder as it appears in the Security Register,
not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice; and


 


(b)          such
notice shall be sufficiently given to holders of Bearer Securities if published in an Authorized Newspaper in the Borough of Manhattan,
The City of New York and in such other city or cities as may be specified in such Securities on a Business Day at least twice,
the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving
of such notice.


 




    	 	60	 



     


    

 


In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice to holders of Registered Securities
by mail, then such notification as shall be made with the approval of the Trustee shall constitute sufficient notice to such holders
for every purpose hereunder. In any case where notice to holders of Registered Securities is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular holder of a Registered Security shall affect the
sufficiency of such notice with respect to other holders of Registered Securities or the sufficiency of any notice to holders of
Bearer Securities given as provided herein.


 


In case by reason of the suspension of publication
of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice
to holders of Bearer Securities as provided above, then such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice to such holders for every purpose hereunder. Neither the failure to give notice by publication to
holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any
notice to holders of Registered Securities given as provided herein.


 


Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by holders of Securities shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Any request, demand, authorization, direction,
notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.


 


SECTION 15.05. Evidence of Compliance with
Conditions Precedent.


 


Upon any application or demand by the Company
to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any,
have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate
or opinion need be furnished.


 


Each Officer’s Certificate and Opinion of
Counsel provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to


 




    	 	61	 



     


    

 


whether or not, in the opinion of such person,
such condition or covenant has been complied with.


 


SECTION 15.06. Legal Holidays.


 


In any case where the date of maturity of interest
on or principal of the Securities or the date fixed for redemption of any Securities shall be a Saturday or Sunday or a legal holiday
in New York, New York or Bayonne, New Jersey or in such other place or places as the Company may designate pursuant to Section
4.02, or a day on which banking institutions in New York, New York or Bayonne, New Jersey or in such other place or places are
authorized by law or required by executive order to close, then payment of interest or principal (and premium, if any) need not
be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date
of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.


 


SECTION 15.07. Trust Indenture Act to Control.


 


If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in
this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required provision shall control.


 


SECTION 15.08. Execution in Counterparts.


 


This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.


 


SECTION 15.09. Governing Law; Waiver of Jury
Trial.


 


This Indenture and each Security shall be deemed
to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance
with the laws of the State of New York.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 15.10. Severability.


 


In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


 


The Trustee, by its execution of this Indenture,
hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.


 




    	 	62	 



     


    

 


SECTION 15.11. Interpretations.


 


The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered
a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


This Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.


 


SECTION 15.12. U.S.A. Patriot Act.


 


The parties hereto acknowledge that in accordance
with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (the “USA PATRIOT Act”), the Trustee, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity
that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide
the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


Article
16

RANKING OF SECURITIES


 


SECTION 16.01. Ranking.


 


Except as otherwise provided in a supplemental
indenture or pursuant to Section 2.01, the Company agrees, and each Holder by accepting a Security agrees, that the indebtedness
evidenced by the Securities constitutes and will constitute a senior unsecured general obligation of the Company, ranking equally
with other existing and future senior unsecured Indebtedness of the Company, ranking equally with other existing and future senior
unsecured Indebtedness of the Company and ranking senior in right of payment to any future Indebtedness of the Company that is
expressly made subordinate to the Securities by the terms of such Indebtedness.


 




    	 	63	 



     


    

 


IN WITNESS WHEREOF, BCB BANCORP, INC. has caused
this Indenture to be signed and acknowledged by its Chief Executive Officer or its President or one of its Vice Presidents, and
the same to be attested by its Secretary or an Assistant Secretary; and [_____________________] has caused this Indenture to be
signed and acknowledged by one of its Vice Presidents, and the same to be attested by one of its Assistant Secretaries, all as
of the day and year first above written.


 


	 	 	BCB BANCORP, INC.  
	ATTEST:	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:  
	 	 	 	Title:  
	 	 	 	 


  


	ATTEST:	 	[	 	]
	 	 	AS TRUSTEE	 


 


	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 


 


	STATE OF [____________]	)
	 	) ss
	COUNTY OF [●]	)


 


On the _____ day of [__________________, __________]
before me personally came _____________________, to me known, who, being by me duly sworn, did depose and say that (s)he
resides at _______________________________ [, [   ], [   ]], that (s)he is ____________________ of
BCB Bancorp, Inc., one of the parties described in and which executed the above instrument; and that (s)he signed (his)(her) name
thereto by like authority.


 


	 	 	By:	 	 
	 	 	 	Notary Public	 


 


[DATE]


[NOTARIAL SEAL]


 




    	 	64	 



     


    

 


	STATE OF [____________]	)
	 	) ss
	COUNTY OF [●]	)


 


On the _______ day of [__________________, __________]
before me personally came _________________________, to me known, who, being by me duly sworn, did depose and say that (s)he resides
at _________________________, that (s)he is ____________________ of [_________________________] as Trustee, one of the parties
described in and which executed the above instrument; and that(s)he signed (his)(her) name thereto by like authority.


 


	 	 	By:	 
	 	 	 	Notary Public  


 


[DATE]


[NOTARIAL SEAL]


 


Expires:




    	 	65	 



     


    

 


EXHIBIT A


[FORMS OF CERTIFICATION]


 


EXHIBIT A.1


 


[FORM OF CERTIFICATE TO BE GIVEN BY PERSON
ENTITLED TO RECEIVE (1) BEARER SECURITY, SECURITY INITIALLY REPRESENTED BY A TEMPORARY GLOBAL SECURITY OR (3) INTEREST
ON A TEMPORARY GLOBAL SECURITY] CERTIFICATE


[Insert title or sufficient description of Securities]


 


This is to certify that the above-captioned Securities
are being acquired by or on behalf of, (or for offer to resell or for resale to), and if this certificate is being delivered in
connection with a payment of interest, were beneficially owned by or on behalf of, (a) a person (other than a financial institution
for purposes of resale during the restricted period) who is not a United States person; or (b) a United States person (other than
a financial institution for purposes of resale during the restricted period) who is (i) a foreign branch of a United States financial
institution or (ii) a United States person acquiring such Securities through the foreign branch of a United States financial institution
and who for purposes of this certification holds such Securities through such financial institution on the date hereof, and, in
the case of either (i) or (ii), such United States financial institution has agreed, for the benefit of the Company, to comply
with the requirements of Section 165(j)(3)(A), (b) or (c) of the Internal Revenue Code of 1986, as from time to time amended, and
the regulations thereunder; or (c) a financial institution for purposes of resale during the restricted period and such financial
institution has not acquired such Securities for purposes of resale directly or indirectly to a United States person or to a person
within the United States or its possessions. If the undersigned is a clearing organization, the undersigned has obtained a similar
certificate from its member organizations on which this certificate is based; provided, that if the undersigned has
actual knowledge that the information contained in such a certificate is false (and, absent documentary evidence that the beneficial
owner of such Security is not a United States person, it will be deemed to have actual knowledge that such certificate is false
if it has a United States address for such beneficial owner, other than a financial institution described above), the undersigned
will not deliver a Security in temporary or definitive bearer form to the person who signed such certificate notwithstanding the
delivery of such certificate to the undersigned.


 


As used herein, “United States person”
means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the
laws of the United States and an estate or trust the income of which is subject to United States federal income taxation regardless
of its source, “United States” means the United States of America (including the States and the District of Columbia),
“possessions” of the United States include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and Northern Mariana Islands, “restricted period” means the period described in Section 1.163-5(c)(2)(i)(D)(7) of the
Treasury Regulations and “financial institution” means the persons described in Section 1.165-12(c)(1)(v) of the Treasury
Regulations.


 


We undertake to advise you by telex if the above
statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Securities or on the


 




    	 	A.1-1	 



     


    

 


interest payment date with respect to the above-captioned
Securities, as the case may be, as to all of such Securities.


 


We understand that this certificate may be required
in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or
a copy thereof to any interested party in such proceedings.


 


	Dated: __________________, 20___	 
	[To be dated on or after	 
	__________________, 20___ (the	 
	date determined as provided in the	 
	Indenture)]	 


 


	 	
        [Name of Person Entitled to Receive Bearer Security or

        Interest]

	 	 
	 	 
	 	(Authorized Signatory)
	 	Name:
	 	Title:	 


 




    	 	A.1-2